SFX ENTERTAINMENT, INC.

                             OFFER TO EXCHANGE ALL
             OUTSTANDING 9-1/8% SENIOR SUBORDINATED NOTES DUE 2008
                                      FOR
              REGISTERED 9-1/8% SENIOR SUBORDINATED NOTES DUE 2008


TO:   BROKERS, DEALERS, COMMERCIAL BANKS,
      TRUST COMPANIES AND OTHER NOMINEE:

     SFX Entertainment, Inc. (the "Company") is offering, upon and subject to
the terms and conditions set forth in the Prospectus, dated         , 1999 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") $1,000 principal amount of
its 91/8% Senior Subordinated Notes due 2008 (the "Exchange Notes"), which
exchange has been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement of which this
Prospectus is a part (the "Registration Statement") for each $1,000 principal
amount of its outstanding 91/8% Senior Subordinated Notes due 2008 (the
"Notes") of which $200.0 million in aggregate principal amount are outstanding
as of the date hereof. The Exchange Offer is being made in order to satisfy
certain obligations of the Company contained in the Registration Rights
Agreement dated Nobember 25, 1998 among the Company, the guarantors described
therein, Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., BancBoston
Robertson Stephens Inc. and BNY Capital Markets, Inc. (the "Initial
Purchasers").

     We are requesting that you contact your clients for whom you hold Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Notes registered in your name or in the name of your
nominee, or who hold Notes registered in their own names, we are enclosing the
following documents:

     1. Prospectus dated         , 1999;

     2. The Letter of Transmittal for your use and for the information of your
clients;

     3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer, if certificates for Notes are not immediately available, or time will
not permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below), or if the procedure for book-entry transfer
cannot be completed on a timely basis;

     4. A form of letter which may be sent to your clients for whose account
you hold Notes registered in your name or the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Exchange
Offer; and

     5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

     Your prompt action is requested. The Exchange Offer and withdrawal rights
   will expire at
5:00 p.m., New York City time, on      , 1999, unless extended by the Company.

     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent, and certificates representing the Notes should be delivered to
the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.

     If holders of Notes wish to tender, but it is impracticable for them to
forward their certificates for Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures."


     The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Notes held by them as nominee or in a fiduciary capacity.
The Company will pay or cause to be paid all stock transfer taxes applicable to
the exchange of Notes pursuant to the Exchange Offer, except as set forth in
the Letter of Transmittal.


     Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to
Georgeson & Company Inc., the information agent for the Exchange Offer, at its
address and telephone number set forth on the front of the Letter of
Transmittal.


                                        Very truly yours,
                                        SFX ENTERTAINMENT, INC.



NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR THE INFORMATION AGENT, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON
BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.


Enclosures