Magicworks Entertainment Inc Watch

from S-4 ~50 pages Partnership Agreement

from S-4 ~20 pages By Laws of West Coast

from S-4 1 page <page> State of California Secretary of State I, Bill Jones, Secretary of State Of, the State of California, Hereby Certify: That the Attached Transcript Has Been Compared With the Record on File in This Office, of Which It Purports to Be a Copy, and That It Is Full, True and Correct. in Witness Whereof, I Execute This Certificate and Affix the Great Seal of the State of California This Jul 30, 1997 [The Great Seal of the State of California] /S/ Bill Jones Secretary of State <page> Articles of Incorporation of West Coast Amphitheater Corp. I the Name of This Corporation Is West Coast Amphitheater Corp. II the Purpose of This Corporation Is to Engage in Any Lawful Act or Activity for Which a Corporation May Be Organized Under the General Corporation Laws of the State of California, Other Than the Banking Business, the Trust Company Business, or the Practice of a Profession Permitted to Be Incorporated by the California Corporations Code. III the Name and Address of the Person Appointed to Act as Initial Agent for Service of Process in This State Is: Richard M. Rosenthal 6345 Balboa Boulevard, Suite 330 Encino, California 91316 IV This Corporation Is Authorized to Issue Only One Class of Shares of Stock and the Number of Shares This Corporation Is Authorized to Issue Is One Hundred Thousand (100,000). in Witness Whereof, I, the Undersigned Have Executed These Articles of Incorporation on July 29, 1997, at Encino, California. /S/ Thomas Miserendino Thomas Miserendino, Incorporator

from S-4 ~20 pages By Laws of Warrenton

from S-4 1 page <page> the Commonwalth of Massachusetts William Francis Galvin Secretary of Commonwealth One Ashburton Place, Boston, Massachusetts 02108 Articles of Amendment Federal Identification General Laws, Chapter 156b, Section 72 No. 13 3749267 000453060 I, Jon B. Platt, President and Clerk of the New Dawning Company, Inc., Located at 120 Poylston Street, Suite 502, Boston, Ma 02116, Do Hereby Certify That These Articles of Amendment Affecting Articles Numbered: 1 of the Articles of Organization Were Duly Adopted at a Meeting Held on January 3, 1995, by Vote Of: 1,000 Shares of Common Stock Out of 1,000 Shares Outstanding, Being at Least a Majority of Each Type, Class or Series Outstanding and Entitled to Vote Thereon: To Change the Name of the Corporation From the New Dawning Company, Inc. to Warrenton Street Theatre Corp. - 1 for Amendments Adopted Pursuant to Chapter 156b, Section 70

from S-4 ~5 pages Articles of Organization of Warrenton Street

from S-4 ~20 pages By Laws of Tremont Street

from S-4 1 page Articles of Amendment of Tremont

from S-4 ~5 pages Articles of Organization Tremont Street

from S-4 ~10 pages Regulations of Touring Artist Group

from S-4 1 page <page> [Revoked 12/29/97] Prescribed by Bob Taft, Secretary of State 30 East Broad Street, 14th Floor Columbus, Ohio 43266-0418 Form Arf (December 1990) Articles of Incorporation (Under Chapter 1701 of the Ohio Revised Code) Profit Corporation the Undersigned, Desiring to Form a Corporation, for Profit, Under Sections 1701.01 Et Seq. of the Ohio Revised Code, Do Hereby State the Following: First. the Name of Said Corporation Shall Be Touring Artists Group, Inc. Second. the Place in Ohio Where Its Principal Office Is to Be Located Is-9265 Olde Eight Road, Northfield Summit, County, Ohio. (City, Village or Township) Third. the Purpose(s) for Which This Corporation Is Formed Is: To Engage in Any Lawful Act or Activity for Which a Corporation May Be Formed in Ohio <page> Fourth. the Number of Shares Which the Corporation Is Authorized to Have Outstanding Is: Please State Whether Shares Are Common or Preferred, and Their Par Value, It Any. Shares Will Be Recorded Common With No Par Value Unless Otherwise Indicated.) 500 Common Shares, No Par Value in Witness Hereof, We Have Hereunto Subscribed Our Names, This 7th Day of May 1992. By: /S/ Lee Marshall, Incorporated Lee Marshall By: , Incorporated By: , Incorporated Print or Type Incorporators' Names Below Their Signatures. - 2 - <page> Prescribed by Bob Taft, Secretary of State 30 East Broad Street, 14th Floor Columbus, Ohio 43266-0418 Form Ago (December 1990) Original Appointment of Statutory Agent the Undersigned, Being at Least a Majority of the Incorporators of Touring Artists Group, Inc., Hereby Appoint Lee Marshall to Be Statutory Agent Upon Whom Any Process, Notice or Demand Required or Permitted by Statute to Be Served Upon the Corporation May Be Served. the Complete Address of the Agent Is: 9265 Olde Eight Road Northfield, Ohio 44067 Note: P.O. Box Addresses Are Not Acceptable for Cities With Populations Over 2.000. /S/ Lee Marshall Lee Marshall (Incorporator) (Incorporator) - 3

from S-4 ~10 pages By Laws Touring Artist Group

from S-4 1 page Articles of Incorporation of Touring Artists Group, Inc.

from S-4 ~20 pages Bylaws of Ticket Service, Inc.

from S-4 1 page <page> Certificate of Incorporation... Whereas, the Stipulations and Conditions of the Law Have Been Fully Complied With by Ticket Service, Inc. ... Given Under My Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, This 20th Day of July in the Year of Our Lord One Thousand Nine Hundred and Eighty-Seven and of the Commonwealth the Two Hundred Twelfth /S/ Illegible - Secretary of the Commonwealth <page> Articles of Incorporation Please Indicate (Check One) Type Corporation |X| Domestic Business Corporation Ticket Service, Inc. 4423 Bigelow Boulevard Pittsburgh, Allegheny County, Pennsylvania 15213 Explain the Purpose or Purposes of the Corporation: To Have Unlimited Power to Engage in and to Do Any Lawful Act Concerning Any and All Lawful Business for Which a Corporation May Be Incorporated Under the Act of May 5, 1933 P.L. 364 as Amended, Under Which Act This Corporation Is Incorporated the Aggregate Number Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall Have Authority to Issue: Number and Class of Shares: 10,000 Stated Par Value Per Share if Any: None Total Authorized Capital: $10,000 Term of Existence: Perpetual the Name and Address of Each Incorporator and the Number and Class of Shares: Spencer D. Hirshberg, Thirteenth Floor, One Oxford Centre, Pittsburgh, Pa 15219 - -- 1 Share Common in Testimony Whereof, the Incorporator(s) Has (Have) Signed and Sealed the Articles of Incorporation This 16th Day of July 1987. /S/ Spencer D. Hirshberg - Spencer D. Hirshberg

from S-4 ~10 pages Joint Venture Agreement

from S-4 ~5 pages Joint Venture Agreement of Gin Touring Comoany

from S-4 ~10 pages Bylaws of Tennis Events, Inc.

from S-4 1 page Articles of Incorporation of Tennis Events, Inc.

from S-4 ~20 pages Bylaws of Tba Media, Inc.