[INSERT NO. OF SHARES] SHARES




         Except as permitted by Section 10 hereof, no transfer shall be
          made at any time unless the Company shall have been supplied
         with evidence reasonably satisfactory to it that such transfer
          is not in violation of the Securities Act of 1933, as amended
                                  (the "Act").


                       SPICE ENTERTAINMENT COMPANIES, INC.


                               WARRANT TO PURCHASE

                    [INSERT NO. OF SHARES] SHARES OF COMMON STOCK

                               AS HEREIN DESCRIBED

                              Dated: [INSERT DATE]

                     This certifies that, for value received

                                    NAME:    [INSERT NAME]

                                    ADDRESS: [ADDRESS]
                                             [STATE ZIP] 

or registered assigns (the "Holder") are entitled, subject to the terms set
forth herein, to purchase from SPICE ENTERTAINMENT COMPANIES, INC. (the
"Company"), a Delaware corporation, having its offices at 536 Broadway, New
York, New York 10012, [NO. OF SHARES IN WORDS] [NO. OF SHARES] shares of the 
Company's common stock subject to adjustment as set forth herein.

         1.       As used herein:

                  (a) "Common Stock" or "Common Shares" shall initially refer
to the Company's common stock including Underlying Securities, as more fully set
forth in Section 5 hereof.

                  (b)  "Warrant Price" shall be $[PRICE]

                  (c) "Underlying Securities" or "Underlying Shares" or
"Underlying Stock" shall refer to the Common Shares or other securities or
property issuable or issued upon exercise of this Warrant.

         2. (a) The purchase rights represented by this Warrant may be exercised
by the Holder hereof, in whole or in part (but not as to less than a whole
Common Share), at any time, and from time to time, during the period commencing
on the date hereof and continuing until March 25, 2002 (the "Expiration Date"),
by the presentation of this Warrant, with the purchase form attached duly
executed, at the Company's office (or such office or agency of the Company as it
may designate in writing to the Holder hereof by notice pursuant to Section 14
hereof), specifying the number of Common Shares as to which the Warrant is being
exercised, and upon payment by the Holder to the Company in cash or by certified
check or bank draft, in an amount equal to the Warrant Price times the number of
Common Shares then being purchased hereunder.

                  (b) The Company agrees that the Holder hereof shall be deemed
the record owner of such Underlying Securities as of the close of business on
the date on which this Warrant shall have been presented and payment made for
such Underlying Securities as aforesaid. Certificates for the Underlying
Securities so obtained shall be delivered to the Holder hereof within a
reasonable time, not exceeding seven (7) days, after the rights represented by
this Warrant shall have been so exercised. If this Warrant shall be exercised in
part only or transferred in part subject to the provisions herein, the Company
shall, upon surrender of this Warrant for cancellation or partial transfer,
deliver a new Warrant evidencing the rights of the Holder hereof to purchase the
balance of the Underlying Shares which such Holder is entitled to purchase
hereunder. Exercise in full of the rights represented by this Warrant shall not
extinguish the rights granted under Section 9 hereof.

         3. Subject to the provisions of Section 8 hereof, (i) this Warrant is
exchangeable at the option of the Holder at the aforesaid office of the Company
for other Warrants of different denominations entitling the Holder thereof to
purchase in the aggregate the same number of Common Shares as are purchasable
hereunder; and (ii) this Warrant may be divided or combined with other Warrants
which carry the same rights, in either case, upon presentation hereof at the
aforesaid office of the Company together with a written notice, signed by the
Holder hereof, specifying the names and denominations in which new Warrants are
to be issued, and the payment of any transfer tax due in connection therewith.

         4. Subject and pursuant to the provisions of this Section 4, the
Warrant Price and number of Common Shares subject to this Warrant shall be
subject to adjustment from time to time as set forth hereinafter in this 
Section 4.

                  (a) If the Company shall at any time subdivide its outstanding
Common Shares by recapitalization, reclassification, stock dividend, or split-up
thereof or other means, the number of Common Shares subject to this Warrant
immediately prior to such subdivision shall be proportionately increased and the
Warrant Price shall be proportionately decreased, and if the Company shall at
any time combine the outstanding Common Shares by recapitalization,
reclassification or combination thereof or other means, the number of Common
Shares subject to this Warrant immediately prior to such combination shall be
proportionately decreased and the Warrant Price shall be proportionately
increased. Any such adjustment and adjustment to the Warrant Price shall become
effective at the close of business on the record date for such subdivision or
combination.

                  (b) If the Company after the date hereof shall distribute to
all of the holders of its Common Shares any securities including, but not
limited to Common Shares, or other assets (other than a cash distribution made
as a dividend payable out of earnings or out of any earned surplus legally
available for dividends under the laws of the jurisdiction of incorporation of
the Company), the Board of Directors shall be required to make such equitable
adjustment in the Warrant Price and the type and/or number of Underlying
Securities in effect immediately prior to the record date of such distribution
as may be necessary to preserve to the Holder of this Warrant rights
substantially proportionate to and economically equivalent to those enjoyed
hereunder by such Holder immediately prior to the happening of such
distribution. Any such adjustment made reasonably and in good faith by the Board
of Directors shall be final and binding upon the Holders and shall become
effective as of the record date for such distribution.

                  (c) No adjustment in the number of Common Shares subject to
this Warrant or the Warrant Price shall be required under this Section 4 unless
such adjustment would require an increase or decrease in such number of shares
of at least 1% of the then adjusted number of Common Shares issuable upon
exercise of the Warrant, provided, however, that any adjustments which by reason
of the foregoing are not required at the time to be made shall be carried
forward and taken into account and included in determining the amount of any
subsequent adjustment. If the Company shall make a record of the Holders of its
Common Shares for the purpose of entitling them to receive any dividend or
distribution and legally abandon its plan to pay or deliver such dividend or
distribution then no adjustment in the number of Common Shares subject to the
Warrant shall be required by reason of the making of such record.

                  (d) In case of any capital reorganization or reclassification
or change of the outstanding Common Shares (exclusive of a change covered by
Section 4(a) hereof or which solely affects the par value of such Common Shares)
or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any reclassification,
change, capital reorganization or change in the ownership of the outstanding
Common Shares), or in the case of any sale or conveyance or transfer of all or
substantially all of the property of the Company and in connection with which
the Company is dissolved, the Holder of this Warrant shall have the right
thereafter (until the expiration of the right of exercise of this Warrant) to
receive upon the exercise hereof, for the same aggregate Warrant Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property receivable upon such reclassification,
change, capital reorganization, merger or consolidation, or upon the dissolution
following any sale or other transfer, by a holder of the number of Common Shares
of the Company equal to the number of common shares obtainable upon exercise of
this Warrant immediately prior to such event; and if any reorganization,
reclassification, change, merger, consolidation, sale or transfer also results
in a change in Common Shares covered by Section 4(a), then such adjustment shall
be made pursuant to both this Section 4(d) and Section 4(a). The provisions of
this Section 4(d) shall similarly apply to successive reclassification, or
capital reorganizations, mergers or consolidations, changes, sales or other
transfers.

                  (e) The Company shall not be required to issue fractional
Common Shares upon any exercise of this Warrant. As to any final fraction of a
Common Share which the Holder of this Warrant would otherwise be entitled to
purchase upon such exercise, the Company shall pay a cash adjustment in respect
of such final fraction in an amount equal to the same fraction of the market
value of a share of such stock on the business day preceding the day of exercise
or book value as determined by the Company's independent public accountants if
not publicly traded. The Holder of this Warrant, by his acceptance hereof,
expressly waives any right to receive any fractional shares of stock upon
exercise of this Warrant.

                  (f) As used herein, the current market price ("Market Price")
per share at any date shall be the price of Common Shares on the business day
immediately preceding the event requiring an adjustment hereunder and shall be
(A) if the principal trading market for such securities is an exchange, the
closing price on such exchange on such day provided if trading of such Common
Shares is listed on any consolidated tape, the price shall be the closing price
set forth on such consolidated tape or (B) if the principal market for such
securities is the over-the-counter market, the high bid price on such date as
set forth by NASDAQ or closing price if listed on Nasdaq National Market or
SmallCap or, if the security is not quoted on Nasdaq, the high bid price as set
forth in the NATIONAL QUOTATION BUREAU sheet listing such securities for such
day. Notwithstanding the foregoing, if there is no reported closing price or
high bid price, as the case may be, on a date prior to the event requiring an
adjustment hereunder, then the current market price shall be determined as of
the latest date prior to such day for which such closing price or high bid price
is available.

                  (g) Irrespective of any adjustments pursuant to this Section 4
in the Warrant Price or in the number, or kind, or class of shares or other
securities or other property obtainable upon exercise of this Warrant, and
without impairing any such adjustment the certificate representing this Warrant
may continue to express the Warrant Price and the number of Common Shares
obtainable upon exercise at the same price and number of Common Shares as are
stated herein.

                  (h) Until this Warrant is exercised, the Underlying Shares,
and the Warrant Price shall be determined exclusively pursuant to the provisions
hereof.

                  (i) Upon any adjustment of this Warrant the Company shall give
written notice thereof to the Holder which notice shall include the number of
Underlying Securities purchasable and the price per share upon exercise of this
Warrant and shall set forth in reasonable detail the events which resulted in
such adjustment

         5. For the purposes of this Warrant, the terms "Common Shares" or
"Common Stock" shall mean (i) the class of stock designated as the common stock
of the Company on the date set forth on the first page hereof or (ii) any other
class of stock resulting from successive changes or reclassification of such
Common Stock consisting solely of changes from par value to no par value, or
from no par value to par value or changes in par value. If at any time, as a
result of an adjustment made pursuant to Section 4, the securities or other
property obtainable upon exercise of this Warrant shall include shares or other
securities of another corporation or other property, then thereafter, the number
of such other shares or other securities or property so obtainable 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 the Common Shares
contained in Section 4, and all other provisions of this Warrant with respect to
Common Shares shall apply on like terms to any such other shares or other
securities or property. Subject to the foregoing, and unless the context
requires otherwise, all references herein to Common Shares shall, in the event
of an adjustment pursuant to Section 4, be deemed to refer also to any other
shares or other securities or property when obtainable as a result of such
adjustments.

         6.       The Company covenants and agrees that:

                  (a) During the period within which the rights represented by
this Warrant may be exercised, the Company shall, at all times, reserve and keep
available out of its authorized capital stock, solely for the purposes of
issuance upon exercise of this Warrant, such number of its Common Shares as
shall be issuable upon the exercise of this Warrant and at its expense will
obtain the listing thereof on all quotation systems or national securities
exchanges on which the Common Shares are then listed; and if at any time the
number of authorized Common Shares shall not be sufficient to effect the
exercise of this Warrant, the Company will take such corporate action as may be
necessary to increase its authorized but unissued Common Shares to such number
of shares as shall be sufficient for such purpose; the Company shall have
analogous obligations with respect to any other securities or property issuable
upon exercise of this Warrant;

                  (b) All Common Shares which may be issued upon exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid, non-assessable and free from all taxes, liens and charges with respect to
the issuance thereof; and

                  (c) All original issue taxes payable in respect of the
issuance of Common Shares upon the exercise of the rights represented by this
Warrant shall be borne by the Company, but in no event shall the Company be
responsible or liable for income taxes or transfer taxes upon the transfer of
any Warrants.

         7. Until exercised, this Warrant shall not entitle the Holder hereof to
any voting rights or other rights as a shareholder of the Company, except that
the Holder of this Warrant shall be deemed to be a shareholder of the Company
for the purpose of bringing suit on the ground that the issuance of shares of
stock of the Company is improper under the Delaware General Corporation Law.

         8. No transfer of all or a portion of the Warrant or Underlying
Securities shall be made at any time unless the Company shall have been supplied
with evidence reasonably satisfactory to it that such transfer is not in
violation of the Securities Act of 1933, as amended (the "Act"). Subject to the
satisfaction of the aforesaid condition and upon surrender of this Warrant or
certificates for any Underlying Securities at the office of the Company, the
Company shall deliver a new Warrant or Warrants or new certificate or
certificates for Underlying Securities to and in the name of the assignee or
assignees named therein. Any such certificate may bear a legend reflecting the
restrictions on transfer set forth herein.

         9. The Holder shall have the right to have the Company file such
registration statements under the Securities Act of 1933, as amended, with
respect to this Warrant and the Underlying Securities as are set forth in the
Registration Rights Agreement dated Date between the Company and initial Holder
(the "Registration Rights Agreement"), which provisions of the Registration
Rights Agreement are incorporated herein by reference.

         10. INTENTIONALLY OMITTED.

         11. If this Warrant is lost, stolen, mutilated or destroyed, the
Company shall, on such terms as to indemnity or otherwise as the Company may
reasonably impose, issue a new Warrant of like denomination, tenor and date. Any
such new Warrant shall constitute an original contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

         12. Any Warrant issued pursuant to the provisions of Section 11 hereof,
or upon transfer, exchange, division or partial exercise of this Warrant or
combination thereof with another Warrant or Warrants, shall set forth each
provision set forth in Sections 1 through 17, inclusive, of this Warrant as each
such provision is set forth herein, and shall be duly executed on behalf of the
Company by its chief executive officer.

         13. Upon surrender of this Warrant for transfer or exchange or upon the
exercise hereof, this Warrant shall be canceled by the Company, and shall not be
reissued by the Company and, except as provided in Section 2 in case of a
partial exercise, Section 3 in case of an exchange or Section 8 in case of a
transfer, or Section 11 in case of mutilation. Any new Warrant certificate shall
be issued promptly but not later than seven (7) days after receipt of the old
Warrant certificate.

         14. This Warrant shall inure to the benefit of and be binding upon the
Holder hereof, the Company and their respective successors, heirs, executors,
legal representatives and assigns.

         15. All notices required hereunder shall be in writing and shall be
deemed given when telecopied, delivered personally or within two (2) days after
mailing when mailed by certified or registered mail, return receipt requested,
or sent by overnight courier service to the party to whom such notice is
intended, at the address of such other party as set forth on the first page
hereof, or at such other address of which the Company or Holder has been advised
by the notice hereunder.

         16. The Company will not (i) merge or consolidate with or into any
other corporation or (ii) sell or otherwise transfer its property, assets and
business substantially as an entirety to another corporation, nor shall the
Company become a wholly-owned or majority-owned subsidiary of another
corporation unless the corporation resulting from such merger or consolidation
(if not the Company), or such transferee corporation, or parent corporation, as
the case may be, shall either (x) expressly assume, by supplemental agreement
satisfactory in form to the Holder, the due and punctual performance and
observance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and/or (y) exchange this warrant for a
warrant of such corporation containing substantially the same terms and
conditions as this Warrant.

         17. The Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

         18. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges of the Holder shall be
enforceable to the fullest extent permitted by law.

         19. The validity, interpretation and performance of this Warrant and of
the terms and provisions hereof shall be governed by the laws of the State of
New York applicable to agreements entered into and performed entirely in such
state.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer as of [DATE].


                                 SPICE ENTERTAINMENT COMPANIES, INC.



                                 By:  _________________________________________
                                      J. Roger Faherty, Chief Executive Officer


<PAGE>

                                  PURCHASE FORM
                                 To Be Executed
                            Upon Exercise of Warrant


                  The undersigned record holder of the within Warrant hereby
irrevocably elects to exercise the right to purchase _________ Common Shares 
evidenced by the within Warrant, according to the terms and conditions thereof,
and chase price in full.

                  The undersigned requests that certificates for such shares and
warrants shall be issued in the name set forth below.

Dated: ____________________, 19__

                                     _______________________________________
                                     Signature

                                     _______________________________________
                                     Print Name of Signatory

                                     _______________________________________(1)
                                     Name to whom certificates
                                     are to be issued if
                                     different from above

                                     _______________________________________
                                     Address

                                     _______________________________________


                                     _______________________________________
                                     Social Security No. or
                                     other identifying number



<PAGE>
                  If said number of shares and warrants shall not be all the
shares purchasable under the within Warrant, the undersigned requests that a new
Warrant for the unexercised portion shall be registered in the name of:


                                     _______________________________________(1)
                                                               (Please Print)

                                     _______________________________________
                                     Address

                                     _______________________________________


                                     _______________________________________
                                     Social Security No. or
                                     other identifying number

                                     _______________________________________
                                     Signature


                                     _______________________________________
                                     Print Name of Signatory

      (1)      If certificates for shares or unexercised portion of Warrant
               are in name other than holder, Form of Assignment on reverse
               must be completed.


<PAGE>

                               FORM OF ASSIGNMENT



                  FOR VALUE RECEIVED                 , hereby sells, assigns 
and transfers to (Social Security or I.D. No.                    ) the within 
Warrant, or that portion of this Warrant purchasable for _______ common shares
together with all rights, title and interest therein, and does hereby
irrevocably constitute and appoint ______________________ attorney to transfer
such Warrant on the register of the within named Company, with full power 
of substitution.



                                     _______________________________________
                                     (Signature)


Dated: _____________________, 19__


Signature Guaranteed:


_______________________________________