THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE  AND THE SHARES ISSUABLE
         UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
         OF 1933,  AS AMENDED  (THE  "ACT"),  OR ANY STATE  SECURITIES  LAWS AND
         NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,  SOLD,
         PLEDGED,  ASSIGNED,  OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
         STATEMENT  WITH  RESPECT  THERETO  IS  EFFECTIVE  UNDER THE ACT AND ANY
         APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION
         OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,  WHICH COUNSEL AND OPINION
         ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
         OFFERED,  SOLD,  PLEDGED,   ASSIGNED,  OR  TRANSFERRED  IN  THE  MANNER
         CONTEMPLATED WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE ACT
         OR APPLICABLE STATE SECURITIES LAWS.

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.


                        AVENUE ENTERTAINMENT GROUP, INC.

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

No. 1                                                           500,000 Shares

         THIS CERTIFIES  that, for value received,  ___________,  (together with
any  transferee,  the "Holder"),  is entitled to subscribe for and purchase from
Avenue Entertainment  Group, Inc., a Delaware corporation (the "Company"),  upon
the terms and  conditions  set  forth  herein,  at any time or from time to time
before 5:00 P.M.,  New York time,  on August __, 2002 (the  "Exercise  Period"),
500,000  shares of common stock,  par value $.01 per share,  of the Company (the
"Common  Stock"),  initially  at a price of $2.00  per  share  (as  adjusted  as
provided herein,  the "Exercise  Price").  This Warrant is the warrant or one of
the warrants  (collectively,  including any warrants issued upon the exercise or
transfer of any such warrants in whole or in part,  the  "Warrants") to purchase
an aggregate of up to 500,000 shares of Common Stock issued to  ____________  on
or about August __, 1999 (the  "Original  Issue Date").  As used herein the term
"this  Warrant"  shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

         The number of shares of Common  Stock  issuable  upon  exercise  of the
Warrants (the "Warrant Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.



<PAGE>




         1. This Warrant may be exercised during the Exercise Period,  as to all
or any  lesser  whole  number  of  Warrant  Shares  issuable  hereunder,  by the
surrender of this Warrant (with the election at the end hereof duly executed) to
the Company at its office as set forth in the form of election  attached hereto,
or at such other place as is designated in writing by the Company, together with
a certified or bank  cashier's  check  payable to the order of the Company in an
amount equal to the Exercise  Price  multiplied by the number of Warrant  Shares
for which this Warrant is being exercised.

         2. Upon each  exercise  of the  Holder's  rights  to  purchase  Warrant
Shares,  the Holder  shall be deemed to be the  holder of record of the  Warrant
Shares issuable upon such exercise,  notwithstanding  that the transfer books of
the  Company  shall then be closed or  certificates  representing  such  Warrant
Shares shall not then have been  actually  delivered  to the Holder.  As soon as
practicable  after each such exercise of this  Warrant,  the Company shall issue
and deliver to the Holder a certificate or  certificates  for the Warrant Shares
issuable  upon such  exercise,  registered  in the name of the  Holder.  If this
Warrant should be exercised in part only,  the Company shall,  upon surrender of
this Warrant for cancellation,  execute and deliver a new Warrant evidencing the
right of the Holder to purchase  the balance of the Warrant  Shares (or portions
thereof) subject to purchase hereunder.

         3. (a) Any  Warrants  issued  upon the  transfer or exercise in part of
this Warrant shall be numbered and shall be registered in a Warrant  Register as
they are issued. The Company shall be entitled to treat the registered holder of
any  Warrant  on the  Warrant  Register  as the  owner in fact  thereof  for all
purposes and shall not be bound to recognize  any equitable or other claim to or
interest  in such  Warrant  on the part of any  other  person,  and shall not be
liable for any  registration  or transfer of Warrants which are registered or to
be  registered  in the name of a fiduciary or the nominee of a fiduciary  unless
made with the actual  knowledge  that a  fiduciary  or nominee is  committing  a
breach  of  trust in  requesting  such  registration  or  transfer,  or with the
knowledge  of such facts that its  participation  therein  amounts to bad faith.
This  Warrant  shall  be  transferable  only on the  books of the  Company  upon
delivery thereof duly endorsed by the Holder or by his duly authorized  attorney
or representative, or accompanied by proper evidence of succession,  assignment,
or  authority to  transfer.  In all cases of transfer by an attorney,  executor,
administrator,  guardian,  or other  legal  representative,  duly  authenticated
evidence of his or its authority  shall be produced.  Upon any  registration  of
transfer,  the  Company  shall  deliver a new  Warrant or Warrants to the person
entitled  thereto.  This Warrant may be  exchanged,  at the option of the Holder
thereof, for another Warrant, or other Warrants of different  denominations,  of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant  Shares (or portions  thereof),  upon surrender to the Company or its
duly authorized agent.



<PAGE>


                  (b) The undersigned agrees for the benefit of the Company that
the  undersigned  will not,  prior to one year  from the  Original  Issue  Date,
without the prior written consent of the Company,  offer,  pledge,  hypothecate,
sell,  contract to sell, grant any option for the sale of, or otherwise  dispose
of, directly or indirectly (collectively,  "Dispose Of"), any of the Warrants or
Warrant Shares, except that the foregoing restriction shall not apply to (i) the
exercise of the Warrants or (ii) any Warrants or Warrant  Shares  Disposed Of at
death or, if the donee agrees to be bound by the same restriction,  by gift. The
provisions  of this Section 3(b) shall be binding upon the  undersigned  and the
successors, assigns, heirs, and personal representatives of the undersigned.

                  (c) The  undersigned  realizes  that the  Warrants and Warrant
Shares are not  registered  under the  Securities  Act of 1933,  as amended (the
"Act"), or any foreign or state securities laws. The undersigned agrees that the
Warrants and Warrant  Shares will not be Disposed Of except in  compliance  with
the Act, if applicable, and applicable foreign and state securities laws and the
restrictions set forth in Section 3(b). Purchasers of Warrants or Warrant Shares
can only  Dispose Of the  Warrants or Warrant  Shares  pursuant to  registration
under the Act or pursuant to an exemption therefrom. The undersigned understands
that  to  Dispose  Of the  Warrants  or  Warrant  Shares  may  require  in  some
jurisdictions  specific  approval  by the  appropriate  governmental  agency  or
commission in such  jurisdiction.  The undersigned has been advised that, except
as provided in Section 9, the Company has no obligation, and does not intend, to
cause the  Warrants  or  Warrant  Shares to be  registered  under the Act or the
securities law of any other  jurisdiction or to comply with the requirements for
any exemption under the Act, including but not limited to those provided by Rule
144 and Rule 144A promulgated  under the Act, or under the securities law of any
other  jurisdiction.  The undersigned  understands the legal consequences of the
foregoing to mean that the undersigned may have to bear the economic risk of its
investment in the Company for an indefinite period of time.

                  (d) To enable the Company to enforce the transfer restrictions
contained in Sections  3(b) and 3(c),  the  undersigned  hereby  consents to the
placing of legends upon, and stop-transfer orders with the transfer agent of the
Common Stock with respect to, the Warrant Shares.

         4. The Company shall at all times reserve and keep available out of its
authorized  and unissued  Common Stock,  solely for the purpose of providing for
the exercise of the rights to purchase all Warrant  Shares  granted  pursuant to
the Warrants, such number of shares of Common Stock as shall, from time to time,
be sufficient  therefor.  The Company  covenants that all Warrant  Shares,  when
issued upon receipt by the Company of the full Exercise Price therefor, shall be
validly issued, fully paid, nonassessable, and free of preemptive rights.

         5. (a) In case the Company  shall at any time after the Original  Issue
Date (i) declare a dividend on the outstanding Common Stock payable in shares of
its capital stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the  outstanding  Common Stock into a smaller  number of shares,  then,  in each
case,  the  Exercise  Price,  and the number of  Warrant  Shares  issuable  upon
exercise  of this  Warrant,  in effect at the time of the  record  date for such
dividend or of the effective date of such  subdivision or combination,  shall be
proportionately adjusted so that the Holder after such time shall be entitled to
receive the aggregate  number and kind of shares which, if such Warrant had been
exercised immediately prior to such time, he would have owned upon such exercise
and been  entitled  to  receive  by  virtue  of such  dividend,  subdivision  or
combination.  Such  adjustment  shall be made  successively  whenever  any event
listed above shall occur.


<PAGE>


                  (b) In case the Company  shall at any time after the  Original
Issue Date issue  shares of Common  Stock or rights,  options,  or  warrants  to
subscribe  for or purchase  Common  Stock,  or  securities  convertible  into or
exchangeable for Common Stock (excluding shares, rights,  options,  warrants, or
convertible or exchangeable  securities  issued or issuable in or as a result of
any of the  transactions  with  respect to which an  adjustment  of the Exercise
Price is provided  pursuant to Section 5(a)), at a price per share  (determined,
in the case of such rights,  options,  warrants,  or convertible or exchangeable
securities,  by dividing  (x) the total  amount  received or  receivable  by the
Company  (without  deduction  for  any  underwriting   discount  or  commission,
placement fees, or expenses) in  consideration  of the sale and issuance of such
rights, options,  warrants, or convertible or exchangeable securities,  plus the
minimum   aggregate   consideration   payable  to  the  Company  upon  exercise,
conversion,  or exchange thereof, by (y) the maximum number of shares covered by
such rights, options, warrants, or convertible or exchangeable securities) lower
than the Current  Market Price per share of Common  Stock in effect  immediately
prior to such issuance,  then the Exercise Price shall be reduced on the date of
such  issuance  to a  price  (calculated  to the  nearest  cent)  determined  by
multiplying the Exercise Price in effect immediately prior to such issuance by a
fraction,  (i) the numerator of which shall be an amount equal to the sum of (A)
the  number  of shares of Common  Stock  outstanding  immediately  prior to such
issuance plus (B) the quotient obtained by dividing the aggregate  consideration
received by the Company upon such issuance by such Current Market Price and (ii)
the  denominator  of which shall be the total  number of shares of Common  Stock
outstanding   immediately  after  such  issuance.   For  the  purposes  of  such
adjustments,  the maximum number of shares which the holders of any such rights,
options,  warrants, or convertible or exchangeable  securities shall be entitled
to initially  subscribe for or purchase or convert or exchange  such  securities
into  shall  be  deemed  to be  issued  and  outstanding  as of the date of such
issuance, and the consideration received by the Company therefor shall be deemed
to be the  consideration  received  by the  Company  for such  rights,  options,
warrants, or convertible or exchangeable securities,  plus the minimum aggregate
consideration  or  premiums  stated  in  such  rights,  options,   warrants,  or
convertible  or  exchangeable  securities  to be  paid  for the  shares  covered
thereby.  No further  adjustment of the Exercise Price shall be made as a result
of the actual  issuance of shares of Common  Stock on  exercise of such  rights,
options,  or  warrants or on  conversion  or  exchange  of such  convertible  or
exchangeable  securities.  On the expiration or the  termination of such rights,
options,  or warrants,  or the termination of such right to convert or exchange,
the  Exercise  Price  shall be  readjusted  (but only with  respect to  Warrants
exercised  after such expiration or termination) to such Exercise Price as would
have been  obtained had the  adjustments  made upon the issuance of such rights,
options,  warrants, or convertible or exchangeable securities been made upon the
basis of the  delivery  of only the  number of shares of Common  Stock  actually
delivered  upon the  exercise of such rights,  options,  or warrants or upon the
conversion or exchange of any such  securities;  and on any change of the number
of shares of Common  Stock  deliverable  upon the  exercise of any such  rights,
options,   or  warrants  or  conversion  or  exchange  of  such  convertible  or
exchangeable securities or any change in the consideration to be received by the
Company upon such exercise,  conversion, or exchange, including, but not limited
to, a change resulting from the antidilution  provisions  thereof,  the Exercise
Price,  as then in effect,  shall forthwith be readjusted (but only with respect
to Warrants  exercised  after such change) to such Exercise  Price as would have
been  obtained  had an  adjustment  been made upon the  issuance of such rights,
options,  or warrants not  exercised  prior to such change,  or  securities  not
converted or exchanged  prior to such  change,  on the basis of such change.  In
case the Company shall issue shares of Common Stock or any such rights, options,
warrants,  or  convertible  or  exchangeable   securities  for  a  consideration
consisting,  in whole or in part, of property other than cash or its equivalent,
then the "price per share" and the  "consideration  received by the Company" for
purposes of the first  sentence of this Section 5(b) shall be as  determined  in
good faith by the board of directors of the Company,  whose  determination shall
be conclusive absent manifest error. Shares of Common Stock owned by or held for
the account of the Company or any majority-owned  subsidiary shall not be deemed
outstanding  for  the  purpose  of any  such  computation.  Notwithstanding  the

<PAGE>

foregoing,  no adjustment of the Exercise  Price shall be made as a result of or
in  connection  with (A) the issuance of shares of Common Stock on conversion or
exercise of any convertible securities or options,  warrants, or other rights to
acquire  Common Stock  outstanding  or issued on the Original  Issue Date or any
issuance  on or after the  Original  Issue  Date of  options or shares of Common
Stock on exercise  thereof issued pursuant to the Company's Stock Option Plan or
otherwise to officers, directors, employees, or consultants of the Company or of
a  subsidiary  in  connection  with  their  services  to the  Company or (B) the
issuance or exercise of any Warrants.

                  (c) In any case in which this Section 5 shall  require that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer,  until the occurrence of such
event,  issuing to the Holder,  if the Holder  exercised this Warrant after such
record date,  the shares of Common  Stock,  if any,  issuable upon such exercise
over and above the shares of Common Stock,  if any,  issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however,  that  the  Company  shall  deliver  to the  Holder a due bill or other
appropriate  instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

                  (d) Whenever  there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
registered  mail,  postage  prepaid,  to the Holder,  at its address as it shall
appear  in the  Warrant  Register,  which  notice  shall  be  accompanied  by an
officer's  certificate  setting forth the number of Warrant  Shares  purchasable
upon the exercise of this Warrant and the Exercise  Price after such  adjustment
and setting forth a brief  statement of the facts  requiring such adjustment and
the  computation  thereof,  which  officer's  certificate  shall  be  conclusive
evidence of the correctness of any such adjustment absent manifest error.

                  (e) The Company  shall not be required to issue  fractions  of
shares of Common Stock or other  capital  stock of the Company upon the exercise
of this Warrant. If any fraction of a share would be issuable on the exercise of
this Warrant (or specified  portions  thereof),  the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Current  Market
Price (as  hereinafter  defined)  of such  share of Common  Stock on the date of
exercise of this Warrant.



<PAGE>


                  (f) The  "Current  Market  Price" per share of Common Stock on
any date shall be the average of the daily closing prices for the 20 consecutive
trading days immediately  preceding the date in question.  The closing price for
each day shall be the last reported  sales price regular way or, in case no such
reported  sale takes place on such day,  the closing bid price  regular  way, in
either  case on the  principal  national  securities  exchange  (including,  for
purposes  hereof,  the Nasdaq National Market or Small Cap System if such system
is then  generally  reporting  last sale  prices) on which the  Common  Stock is
listed or admitted to trading or, if the Common  Stock is not listed or admitted
to trading on any national securities  exchange,  the highest reported bid price
for the Common  Stock as furnished by the  National  Association  of  Securities
Dealers,  Inc.  through Nasdaq or a similar  organization if Nasdaq is no longer
reporting such  information.  If on any such date the Common Stock is not listed
or admitted to trading on any national  securities exchange and is not quoted by
Nasdaq or any similar organization, the fair value of a share of Common Stock on
such date, as determined in good faith by the board of directors of the Company,
whose determination shall be conclusive absent manifest error, shall be used.

         6. (a) In case of any consolidation  with or merger of the Company with
or into another  corporation  (other than a merger or consolidation in which the
Company is the  surviving or  continuing  corporation),  or in case of any sale,
lease,  or conveyance to another  corporation  of the property and assets of any
nature of the Company as an  entirety  or  substantially  as an  entirety,  such
successor,  leasing,  or purchasing  corporation,  as the case may be, shall (i)
execute  with the Holder an agreement  providing  that the Holder shall have the
right  thereafter to receive upon  exercise of this Warrant  solely the kind and
amount  of  shares  of  stock  and  other  securities,  property,  cash,  or any
combination thereof receivable upon such consolidation,  merger, sale, lease, or
conveyance  by a holder of the  number of shares of Common  Stock for which this
Warrant  might  have been  exercised  immediately  prior to such  consolidation,
merger,  sale,  lease,  or conveyance and (ii) make  effective  provision in its
certificate  of  incorporation  or  otherwise,  if  necessary,  to  effect  such
agreement. Such agreement shall provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 5.



<PAGE>


                  (b) In case of any reclassification or change of the shares of
Common Stock  issuable upon exercise of this Warrant (other than a change in par
value or from no par  value  to a  specified  par  value,  or as a  result  of a
subdivision or  combination,  but including any change in the shares into two or
more classes or series of shares),  or in case of any consolidation or merger of
another  corporation  into the  Company in which the  Company is the  continuing
corporation  and in which there is a  reclassification  or change  (including  a
change to the right to receive  cash or other  property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination,  but including any change
in the shares into two or more  classes or series of shares),  the Holder  shall
have the right  thereafter to receive upon  exercise of this Warrant  solely the
kind and amount of shares of stock and other securities,  property, cash, or any
combination   thereof   receivable   upon   such    reclassification,    change,
consolidation, or merger by a holder of the number of shares of Common Stock for
which  this  Warrant  might  have  been  exercised  immediately  prior  to  such
reclassification,  change,  consolidation,  or merger.  Thereafter,  appropriate
provision shall be made for adjustments  which shall be as nearly  equivalent as
practicable to the adjustments in Section 5.

                  (c) The above  provisions  of this  Section 6 shall  similarly
apply to successive  reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales, leases, or conveyances.

         7.       In case at any time the Company shall propose

                  (a) to pay any dividend or make any  distribution on shares of
Common  Stock in shares of Common  Stock or make any other  distribution  (other
than regularly  scheduled  cash dividends  which are not in a greater amount per
share than the most recent such cash  dividend) to all holders of Common  Stock;
or


<PAGE>

                  (b) to issue any rights,  warrants, or other securities to all
holders of Common  Stock  entitling  them to purchase any  additional  shares of
Common Stock or any other rights, warrants, or other securities; or

                  (c) to effect any  reclassification  or change of  outstanding
shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance
of property, described in Section 6; or

                  (d) to effect any liquidation, dissolution, or winding-up of
the Company; or

                  (e) to take any other action  which would cause an  adjustment
to the Exercise Price;

then,  and in any one or more of such  cases,  the  Company  shall give  written
notice  thereof,  by  registered  mail,  postage  prepaid,  to the Holder at the
Holder's address as it shall appear in the Warrant Register,  mailed at least 10
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be  entitled  to  receive  any  such  dividend,  distribution,  rights,
warrants,  or other securities are to be determined,  (ii) the date on which any
such   reclassification,   change  of   outstanding   shares  of  Common  Stock,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution,  or winding-up is expected to become effective,  and the date as of
which it is expected  that  holders of record of shares of Common Stock shall be
entitled to exchange  their shares for  securities  or other  property,  if any,
deliverable   upon  such   reclassification,   change  of  outstanding   shares,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.



<PAGE>


         8. The issuance of any shares or other  securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities,  shall be made without charge to the Holder for
any tax or other  charge in respect of such  issuance.  The  Company  shall not,
however,  be  required  to pay any tax which may be  payable  in  respect of any
transfer  involved in the issue and delivery of any  certificate in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver any such certificate  unless and until the person or persons  requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         9. (a) The Company shall, (i) not later than one year from the Original
Issue  Date,  file and cause to become  effective  under the Act a  registration
statement (the "Registration Statement") registering under the Act the resale of
the  Warrant  Shares  and (ii)  after the  Registration  Statement  is  declared
effective  under the Act,  furnish each Holder with such number of copies of the
prospectus included in the Registration  Statement as such Holder may reasonably
request to  facilitate  the  disposition  of the  Warrant  Shares  owned by such
Holder.

                  (b) If at any time  during the period that any Holder owns any
Warrant  Shares an event (an "Event")  shall have  occurred  that has caused the
Registration  Statement to contain an untrue  statement of a material fact or to
omit to state any material  fact  required to be stated  therein or necessary to
make the statements  therein not misleading in light of the circumstances  under
which they were  made,  the  Company  shall (i) give each  Holder a notice  (the
"No-Sell  Notice")  that an Event has  occurred,  (ii)  promptly  (or, if in the
reasonable  judgment of the Company disclosure of the Event would be detrimental
to the Company,  promptly after disclosure of the Event would not be detrimental
to  the  Company)  take  all  commercially   reasonable  efforts  to  cause  the
Registration  Statement not to contain an untrue statement of a material fact or
to omit to state any material fact required to be stated therein or necessary to
make the statements  therein not misleading in light of the circumstances  under
which they were made,  and (iii) give each Holder a notice  (the "Sell  Notice")
when the  Registration  Statement  does not  contain  an untrue  statement  of a
material  fact or to omit to state  any  material  fact  required  to be  stated
therein or necessary to make the  statements  therein not misleading in light of
the  circumstances  under  which  they were made.  No Holder  shall not sell any
Warrant Shares  pursuant to the  Registration  Statement after it has received a
No-Sell Notice until it has received a subsequent Sell Notice.

                  (c) It is a condition to the Company's  obligations under this
Section 9 that, in connection with the Registration Statement, each Holder shall
furnish to the Company such information as the Company shall reasonably request.

         10. Upon receipt of evidence  satisfactory  to the Company of the loss,
theft,  destruction,  or  mutilation  of any Warrant (and upon  surrender of any
Warrant  if  mutilated),  and upon  reimbursement  of the  Company's  reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Warrant of like date, tenor, and denomination.

         11. The Holder of any Warrant shall not have, solely on account of such
status, any rights of a stockholder of the Company,  either at law or in equity,
or to any notice of meetings of stockholders or of any other  proceedings of the
Company, except as provided in this Warrant.



<PAGE>


         12. This Warrant shall be construed in accordance  with the laws of the
State of New York applicable to contracts made and performed  within such State,
without regard to principles of conflicts of law.

Dated:  August ___, 1999


                                        AVENUE ENTERTAINMENT GROUP, INC.

                                        By:_____________________________

                                            President




------------------------------
Secretary


<PAGE>



                               FORM OF ASSIGNMENT


(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

         FOR  VALUE  RECEIVED,  ________________________________  hereby  sells,
assigns, and transfers unto  __________________ a Warrant to purchase __________
shares of Common Stock, par value $.01 per share, of Avenue Entertainment Group,
Inc. (the "Company"),  together with all right, title, and interest therein, and
does hereby irrevocably constitute and appoint _________________________________
attorney to transfer  such Warrant on the books of the Company,  with full power
of substitution.

Dated: ________________________



                                          ---------------------------
                                                 (Signature)




                                     NOTICE


         The signature on the foregoing  Assignment  must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


<PAGE>






To:      Avenue Entertainment Group, Inc.
         11755 Wilshire Blvd.
         Suite 2200
         Los Angeles, CA 90025


                              ELECTION TO EXERCISE

         The undersigned  hereby exercises his or its rights to purchase _______
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of  $_________ in accordance  with the terms  thereof,  and requests that
certificates for such securities be issued in the name of, and delivered to:






                    (Print Name, Address, and Social Security
                          or Tax Identification Number)

and,  if such  number of  Warrant  Shares  shall not be all the  Warrant  Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.


Dated:_________________                  Name________________________
                                                (Print)

Address:__________________________________________________



                                             ---------------------------
                                                (Signature)

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