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                                                                 EXHIBIT 4.5


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                     THE PRODUCERS ENTERTAINMENT GROUP LTD.

The undersigned, being the President and Secretary, respectively, of The
Producers Entertainment Group Ltd. (the "Corporation") DO HEREBY CERTIFY as
follows:

1. The name of the Corporation is The Producers Entertainment Group Ltd.

2. The Certificate of Incorporation of the Corporation is hereby amended to
effect a one (1) for three (3) reverse split of all of the Corporation's issued
common stock, par value $.001 per share (the "Common Stock"), whereby,
automatically upon the filing of this Amendment with the Secretary of State of
the State of Delaware, each three (3) issued shares of Common Stock shall be
changed into one (1) share of Common Stock, and, in that connection, to reduce
the stated capital of the Corporation.

3. In order to effectuate the amendment set forth in Paragraph 2 above:

        (a) All of the Corporation's issued Common Stock, having a par value of
        $.001 per share, is hereby changed into new Common Stock, having a par
        value of $.001 per share, on the basis of one (1) new share of Common
        Stock for each three (3) shares of Common Stock issued as of the date of
        filing of the Amendment with the Secretary of State of the State of
        Delaware; provided, however, that no fractional shares of Common Stock
        shall be issued pursuant to such change. Each shareholder who would
        otherwise be entitled to a fractional share as a result of such change
        shall have only a right to receive, in lieu thereof, a cash payment
        equal to the fair market value of such fractional share;

        (b) The Corporation's 50,000,000 authorized shares of Common Stock,
        having a par value of $.001 per share, shall not be changed;

        (c) The Corporation's 20,000,000 authorized shares of preferred stock,
        having a par value of $.001 per share, shall not be changed; and

        (d) The Corporation's stated capital shall be reduced by an amount equal
        to the aggregate par value of the shares of Common Stock issued prior to
        the effectiveness of this Amendment which, as a result of the reverse
        split provided for herein, are no longer issued shares of Common Stock.

4. The foregoing amendments of the Certificate of Incorporation of the
Corporation have been duly adopted by Corporation's Board of Directors and
Stockholders in accordance with the provisions of Section 242 of the Delaware
General Corporation Law.


IN WITNESS WHEREOF, the undersigned have subscribed this document on the date
set forth below.

Dated:         April 28, 1998

                                       Attest:


/S/  LAWRENCE S. JACOBSON              /S/  ARTHUR BERNSTEIN
- --------------------------------       -----------------------------------------
Lawrence S. Jacobson, President        Arthur Bernstein, Secretary