STATE OF CALIFORNIA, SECRETARY OF STATE - CORPORATION DIVISION

         I, BILL JONES, Secretary of State of the State of California, hereby
certify: That the annexed transcript has been compared with the corporate record
on file in this office, of which it purports to be a copy, and that same is
full, true and correct.

         IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal
of the State of California this

JUL 13 1995
/s/ Bill Jones





                            ARTICLES OF INCORPORATION
                                       OF
                 CAMARILLO AMPHITHEATER MANAGING PARTNERS, INC.

                                        I

         The name of this Corporation is CAMARILLO AMPHITHEATER MANAGING
PARTNERS, INC.

                                       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 THEREOF, I, the undersigned have executed these Articles of
incorporation on July 10, 1995, at Encino, California.

/s/ R.E.G.
- ------------------------------
ROBERT E. GEDDES, Incorporator