POWER OF ATTORNEY FOR

                       REGISTRATION STATEMENT ON FORM S-4

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert F. X. Sillerman and Howard J. Tytel or
either of them, each acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in the capacities stated below, in connection with the Registration
Statement on Form S-4 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the"Securities Act"), including, without limiting the
generality of the foregoing, to sign the Registration Statement, to sign any
amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



Vice President, Chief Financial Officer, Treasurer, Vice President of Finance,
principal financial officer or principal accounting officer, or any combination
thereof of:

SFX Entertainment, Inc.                Magicworks Exhibitions, Inc.

                                       Magicworks Fashion Management, Inc.

AKG, Inc.                              Magicworks Merchandising, Inc.

American Artists, Inc.                 Magicworks Sports Management, Inc.

American Artists Limited, Inc.         Magicworks Theatricals, Inc.

Ant Theatrical Productions, Inc.       Magicworks Transportation, Inc.

Ardee Festivals N.J., Inc.             Magicworks West, Inc.

Atlanta Concerts, Inc.                 Marco Entertainment, Inc.

Audrey & Jane, Inc.                    Melody Tent and Amphitheater, Inc.

Avalon Acquisition Corp.               Murat Center Concerts, Inc.

Beach Concerts, Inc.                   New Avalon, Inc.

BG Presents, Inc.                      NOC, Inc

BGP Denver, Inc.                       Oakdale Theater Concerts, Inc.

Bill Graham Enterprises, Inc.          Old PCI, Inc.

Bill Graham Management, Inc.           PACE AEP Acquisition, Inc.

Bill Graham Presents, Inc.             PACE Amphitheatres, Inc.

Boston Playhouse Realty, Inc.          PACE Amphitheater Management, Inc.

Boylston Street Theatre Corp.          PACE Bayou Place, Inc.

Broadway Concerts, Inc.                PACE Communications, Inc.

Broadway Series Associates, Inc.       PACE Concerts GP, Inc.

Broadway Series Management             PACE Concerts, Ltd.
  Group, Inc.                          
                                       PACE Entertainment Corporation
Camarillo Amphitheater Managing 
  Partners, Inc.                       PACE Entertainment GP Corp.

Concert Productions (UK) Limited                           



Concerts, Inc.                         PACE Entertainment Group, Ltd.

Connecticut Amphitheater Development   PACE Motor Sports, Inc.            
  Corporation                          
                                       PACE Music Group, Inc.                  
Connecticut Concerts Incorporated                                              
                                       PACE Productions, Inc.                  
Connecticut Performing Arts, Inc.                                              
                                       PACE Theatrical Group, Inc.             
Contemporary Group Acquisition Corp.                                           
                                       PACE Touring, Inc.                      
Contemporary Group, Inc.                                                       
                                       PACE U.K. Holding Corporation           
Contemporary Marketing, Inc.                                                   
                                       PACE Variety Entertainment, Inc.        
Contemporary Productions Incorporated                                          
                                       PEC, Inc.                               
Contemporary Sports Incorporated                                               
                                       Performing Arts Management of North     
Cooley and Conlon Management Co.                                               
                                       Miami, Inc.                             
Deer Creek Amphitheater Concerts, Inc.                                         
                                       Polaris Amphitheatre Concerts, Inc.     
DiCesare-Engler, Inc.                                                          
                                       PTG-Florida, Inc.                       
DiCesare-Engler Promotions, Inc.                                               
                                       QN Corp.                                
DLC Corp.                                                                      
                                       SFX Acquisition Corp.                   
DLC Funding Corp.                                                              
                                       SFX Concerts of the Midwest, Inc.       
Dumb Deal, Inc.                                                                
                                       SFX Concerts, Inc.                      
Eagle Eye Entertainment Inc.                                                   
                                       SFX Delaware, Inc.                      
Eagle Eye Entertainment USA Inc.                                               
                                       SFX Radio Network, Inc.                 
EMI Acquisition Sub, Inc.                                                      
                                       SFX Sports Group, Inc.                  
Entertainment Performing Arts, Inc.                                            
                                       SFX Touring, Inc.                       
Event Merchandising, Inc.                                                      
                                       Shelli Meadows, Inc.                    
Exit 116 Revisited, Inc.                                                       
                                       Shoreline Amphitheatre, Ltd.            
Falk Associates Management                                                     
  Enterprises, Inc.                    SM/PACE, Inc.                           
                                                                               
Festival Productions, Inc.             Southeast Ticketing Company             
                                                                               
Fillmore Corporation                   Southern Promotions, Inc.               
                                                                               
Fillmore Fingers, Inc.                 STEP Entertainment Services, Inc.       
                                                                               
Financial Advisory Management          Sunshine Designs, Inc.                  
  Enterprises, Inc.                                                            
                                       Suntex Acquisition, Inc.                
Grand Slam Sports Marketing, Inc.                                              
                                       TAP Productions, Inc.                   
High Cotton, Inc.                                                              
                                       TBA Media, Inc.                         
In House Tickets, Inc.                                                         
                                       Tennis Events, Inc.                     
International Music Ltd.                                                       
                                       The Album Network Inc.                  
International Music Tour I Ltd.                                                
                                       Ticket Service, Inc.                    
International Music Tour II Ltd                                                
                                       Touring Artists Group, Inc.             
International Music (USA) Inc.                                                 
                                       Touring Artists Group, Inc.             
International Music Tour I (USA) Inc.                                          
                                       Touring Productions, Inc.               
International Music Tour II (USA) Inc.                                         
                                       Tremont Street Theatre Corporation 
International Music (Canada) Inc.        II, Inc.
                                                
Irving Plaza Concerts, Inc.            Tuneful Company, Inc.                   
                                                                               
Magicsports-Grand Slam                 Warrenton Street Theatre Corp.          
  Management, Inc.                                                             
                                       West Coast Amphitheater Corp.           
Magicworks Concerts, Inc.                                                      
                                       Wolfgang Records
Magicworks Entertainment Incorporated                      

Magicworks Entertainment                                   
  International, Inc.                                      



PACE Milton Keynes, Inc.

and as a Director of:                  SFX Entertainment, Inc.

                                       SFX Radio Network, Inc.

                                       Financial Advisory Management
                                         Enterprises, Inc.

                                       The Album Network, Inc.


and as Attorney-in-fact of:            Concert Productions International B.V.


Dated:  February 12, 1999              /s/ Thomas P. Benson
                                       ----------------------------------------
                                       Thomas P. Benson