SFX ENTERTAINMENT, INC. CLASS A COMMON STOCK (par value $.01 per share) U.S. UNDERWRITING AGREEMENT August __, 1999 BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC., MORGAN STANLEY & CO. INCORPORATED SG COWEN SECURITIES CORPORATION BANCBOSTON ROBERTSON...

SFX ENTERTAINMENT, INC.

CLASS A COMMON STOCK
(par value $.01 per share)

U.S. UNDERWRITING AGREEMENT

August __, 1999

BEAR, XXXXXXX & CO. INC.
XXXXXX BROTHERS INC.,
XXXXXX XXXXXXX & CO. INCORPORATED
XX XXXXX SECURITIES CORPORATION
BANCBOSTON XXXXXXXXX XXXXXXXX INC.
PRUDENTIAL SECURITIES INCORPORATED
As representatives of the several
U.S. Underwriters named in
Schedule I hereto
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

SFX Entertainment, Inc., a Delaware corporation (the "COMPANY"), proposes,
subject to the terms and conditions stated herein, to issue and sell in the
United States and Canada to the U.S. Underwriters named in Schedule I hereto
(the "U.S. UNDERWRITERS") an aggregate of shares (the "U.S. FIRM STOCK")
of its Class A Common Stock, par value $.01 per share (the "COMMON STOCK") and,
at the election of the U.S. Underwriters, up to additional shares (the
"U.S. OPTIONAL STOCK") of Common Stock of the Company (the U.S. Firm Stock and
the U.S. Optional Stock that the U.S. Underwriters elect to purchase pursuant to
Section 2 hereof being collectively called the "U.S. STOCK." Bear, Xxxxxxx & Co.
Inc. and Xxxxxx Brothers

Inc. are acting as representatives of the several U.S. Underwriters and in such
capacity are hereinafter referred to as the "U.S. REPRESENTATIVES."

It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "INTERNATIONAL UNDERWRITING AGREEMENT")
providing for the sale to the several Underwriters named in Schedule II hereto
(the "INTERNATIONAL MANAGERS," or, each, an "INTERNATIONAL MANAGER"), of an
aggregate of [_____] shares of Common Stock of the Company. The aggregate of
[_____] shares so proposed to be sold is hereinafter referred to as the
"INTERNATIONAL FIRM STOCK." The Company also proposes to sell to the
International Managers, upon the terms and conditions set forth in Section 2
thereof, up to an additional [_____] shares of Stock (the "INTERNATIONAL
OPTIONAL STOCK"). The International Firm Stock and the International Optional
Stock are hereinafter collectively referred to as the "INTERNATIONAL STOCK."
Bear Xxxxxxx International Limited and Xxxxxx Brothers International (Europe)
are acting as representatives of the several International Managers and in such
capacity are hereinafter referred to as the "INTERNATIONAL REPRESENTATIVE." The
respective closings under this Agreement and the International Underwriting
Agreement are hereby expressly made conditional upon one another.

The International Managers and U.S. Underwriters are hereinafter
collectively referred to as the "UNDERWRITERS." The International Stock and the
U.S. Stock are hereinafter collectively referred to as the "STOCK." The U.S.
Firm Stock and the International Firm Stock are hereinafter collectively
referred to as the "FIRM STOCK." The U.S. Optional Stock and the International
Optional Stock are hereinafter collectively referred to as the "OPTIONAL STOCK."
Two forms of prospectus are to be used in connection with the offering and sale
of shares of Common Stock contemplated by the foregoing, one relating to the
U.S. Stock and the other relating to the International Stock. The latter form of
prospectus will be identical to the former except for certain substitute pages
as included in the registration statement and amendments thereto. Reference

herein to any prospectus, whether in preliminary or final form, and whether as
amended or supplemented, shall include both the U.S. and the international
versions thereof.

The Company understands that the U.S. Underwriters and the International
Managers will concurrently enter into an agreement between the U.S. and
international underwriting syndicates of even date herewith (the "AGREEMENT
BETWEEN U.S. UNDERWRITERS AND INTERNATIONAL MANAGERS") providing for the
coordination of certain transactions among the U.S. Underwriters and
International Managers and that, pursuant thereto and subject to the conditions
set forth therein, the U.S. Underwriters may purchase from the International
Managers a portion of the International Stock or sell to the International
Managers a portion of the U.S. Stock. The Company understands that any such
purchases and sales between the U.S. Underwriters and the International Managers
shall be governed by the Agreement Between U.S. Underwriters and International
Managers and shall not be governed by the terms of this Agreement or the
International Underwriting Agreement.

The Company understands that the U.S. Underwriters propose to make a public
offering of the U.S. Stock as soon as the U.S. Representatives deem advisable
after this Agreement has been executed and delivered.

1. REPRESENTATIVES AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to, and agrees with, each of the U.S. Underwriters that:

(a) A registration statement on Form S-3 (File No. 333-84371), including all
amendments thereto (the "INITIAL REGISTRATION STATEMENT"), in respect of the
Stock, has (i) been filed with the Securities and Exchange Commission (the
"COMMISSION") and (ii) been declared effective by the Commission in such form.
Other than a registration statement, if any, increasing the size of the offering
(a "RULE 462(B) REGISTRATION STATEMENT") filed pursuant to Rule 462(b) under the
Securities Act of

1933, as amended (the "ACT"), which became effective upon filing, no other
document (other than documents specifically incorporated by reference therein),
with respect to the Initial Registration Statement has heretofore been filed
with the Commission. No stop order suspending the effectiveness of the Initial
Registration Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any preliminary
prospectus included in the Initial Registration Statement or filed with the
Commission pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Act is hereinafter called a "PRELIMINARY PROSPECTUS"; the
various parts of the Initial Registration Statement and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act
and including the information contained in the form of final prospectus filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with
Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part
of the Initial Registration Statement at the time it was declared effective or
such part of the Rule 462(b) Registration Statement, if any, became or hereafter
becomes effective, each as amended at the time such part of the Initial
Registration Statement became effective, is hereinafter collectively called the
"REGISTRATION STATEMENT"; and such final prospectus, in the form first filed
pursuant to Rule 424(b) under the Act, is hereinafter called the "PROSPECTUS");

(b) The Registration Statement conforms, and the Prospectus and any further
amendments or supplements to the Registration Statement or the Prospectus will
conform, in all material respects, to the requirements of the Act and the rules
and regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any amendment
thereto, and as of the applicable filing date as to the Prospectus and any
amendment or supplement thereto, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished

in writing to the Company by an Underwriter through Bear, Xxxxxxx & Co. Inc. and
Xxxxxx Brothers Inc. expressly for use therein;

(c) Neither the Company nor any of its subsidiaries has taken, nor will any
of them take, directly or indirectly, any action designed to, or that could
reasonably be expected to, cause or result in stabilization or manipulation of
the price of the U.S. Stock to facilitate the sale and resale of the Stock;

(d) Except as described in the Prospectus, neither the Company nor its
subsidiaries has sustained since the date of the latest audited financial
statements included in the Prospectus any material loss or interference with
their respective businesses, taken as a whole, from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus, there has
not been any material change in the capital stock or long-term debt (other than
borrowings in the ordinary course of business) of the Company or any of its
subsidiaries, or any material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole, otherwise than
as set forth or contemplated in the Prospectus;

(e) To the Company's knowledge, as of the date hereof, the representations
and warranties in the Apollo Acquisition Agreement when made (or as of any date
deemed made) (the "ACQUISITION AGREEMENT") are true and correct in all material
respects;

(f) The Company and its subsidiaries have good and marketable title in fee
simple to all real property and good title to all personal property owned by
them, in each case free and clear of all liens, encumbrances and defects except
as (i) described in the Prospectus (ii) as permitted under the Senior Credit
Facility or (iii) where the

failure to have such title would not reasonably be expected to have a material
adverse effect on the financial condition or results of operations of the
Company and its direct and indirect subsidiaries, taken as a whole (a "MATERIAL
ADVERSE EFFECT"), and any real property and buildings held under lease by the
Company or its subsidiaries are held by them under valid, subsisting and
enforceable leases, except as would not have a Material Adverse Effect after
giving effect to the Apollo Acquisition ("APOLLO") (the "PENDING ACQUISITION");

(g) The Company is a corporation duty organized, validly existing and in
good standing under the laws of the State of Delaware with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus, is duty registered and qualified to
conduct its business and is in good standing, in each jurisdiction or place
where the nature of its business requires such registration or qualification,
except where the failure to be so qualified would not reasonably be expected to
have a Material Adverse Effect;

(h) Each Significant Subsidiary (as defined in Regulation S-X of the
Securities Act) is a corporation duly organized, validly existing and in good
standing in the jurisdiction of its incorporation, with full corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Prospectus, is duly registered and qualified to conduct its
business and is in good standing, in each jurisdiction or place where the nature
of its business requires such registration or qualification, except where the
failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect;

(i) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable,
free of any preemptive or similar rights and conform to the description of the
capital stock contained in the Prospectus; and all of the issued shares of
capital stock of each subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and

non-assessable and, except as set forth in the Prospectus, free of any
preemptive or similar rights, and, except as set forth in the Prospectus or the
Registration Statement are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims and have been issued in
compliance with all applicable federal and state securities laws;

(j) The unissued shares of Stock to be issued and sold by the Company to the
U.S. Underwriters hereunder have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein, will be duly
and validly issued, fully paid and non-assessable, free of any preemptive or
similar rights and will conform to the description of the Stock contained in the
Prospectus;

(k) The Company or its subsidiaries, as applicable, have full corporate
power and authority to enter into the Underwriting Agreements and the
Acquisition Agreement and to carry out all the terms and provisions as provided
herein and therein;

(l) The execution and delivery of each of the Underwriting Agreements and
the Acquisition Agreement have been duly authorized by the Company and the
Underwriting Agreements and the Acquisition Agreement are enforceable against
the Company in accordance with their respective terms except to the extent that:
(i) the same may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other laws now or hereafter in effect
relating to creditors' rights generally or by general principles of equity
whether asserted in an action at law or in equity; and (ii) rights to indemnity
and contribution hereunder may be limited by state or federal securities laws or
the public policy underlying such laws;

(m) Except (i) as disclosed in the Prospectus and (ii) as disclosed in the
Acquisition Agreement (including all schedules and attachments), the issue and
sale of the Stock by the Company, the execution, delivery and performance of the
Underwriting Agreements by the Company, and the consummation by the Company and

its subsidiaries of the transactions contemplated hereby and thereby will not
(A) require any consent, approval, authorization or other order (which has not
been obtained) of any court, regulatory body, administrative agency or other
governmental body except such as may be required under the Securities Act,
securities regulatory bodies (including self-regulatory bodies), securities
exchanges or the securities or Blue Sky laws of the various states; (B) conflict
with or constitute a breach of any of the terms or provisions of, or a default
under, the charter or by-laws of the Company or any of its subsidiaries; (C)
require any consent or approval (which has not been obtained) of the parties to,
or conflict with or constitute a breach of any of the terms or provisions of, or
a default under, any agreement or other instrument to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound; (D) violate or conflict with
any laws or administrative regulations, rulings of court, decrees applicable to
the Company, any of its subsidiaries or their respective property; or (E) result
in the creation or imposition of any lien on any asset of the Company or any of
its subsidiaries, except, in the case of (A), (C), (D) or (E) above, such as
would not, either singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect or prevent the Company from performing its obligations
hereunder or under the International Underwriting Agreement;

(n) Neither the Company nor any of its subsidiaries is in violation of its
Certificate of Incorporation, By-Laws or similar organizational documents or in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound which would reasonably be
expected to have a Material Adverse Effect or prevent the Company from
performing its obligations hereunder or under the International Agreement;

(o) The statements contained under the caption "Agreements Related To
Pending Acquisitions," insofar as they purport to describe the provisions of the
documents referred to therein, are accurate, complete and fair in all material
respects;

(p) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries is
subject which would individually or in the aggregate reasonably be expected to
have a Material Adverse Effect, and to the best of the Company's knowledge, no
such proceedings have been threatened by governmental authorities or others;

(q) Except as disclosed in the Prospectus, there are no outstanding (A)
securities or obligations of the Company or any of its subsidiaries convertible
into or exchangeable for any capital stock of the Company, (B) warrants, rights
or options to subscribe for or purchase from the Company or any of its
subsidiaries any such capital stock or any such convertible or exchangeable
securities or obligations, or (C) obligations of the Company or any of its
subsidiaries to issue any shares of capital stock of the Company, any
convertible or exchangeable securities or obligations, or any warrants, rights
or options;

(r) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any person granting such
person the right to require the Company to file a registration statement under
the Securities Act with respect to any securities owned by such person or to
require the Company to include such securities in any registration statement
filed by the Company under the Securities Act;

(s) The Company is not and, after giving effect to the offering and sale of
the Stock, will not be (i) an "investment company" or an entity "controlled" by
an "investment company," as such terms are defined in the Investment Company Act
of 1940, as amended (the "INVESTMENT COMPANY ACT"), or (ii) a "holding company"
or a "subsidiary company" or an "affiliate" of a holding company within the
meaning of the Public Utility Holding Company Act of 1935, as amended;

(t) Neither the Company nor any of its affiliates does business with the
government of Cuba or with any person or affiliate located in Cuba within the
meaning of Section 517.075, Florida Statutes;

(u) The consolidated financial statements of the Company and its
subsidiaries included in the Prospectus present fairly in all material respects
the financial position of the Company on a consolidated basis and the results of
operations and changes in financial condition as of the dates and for the
periods therein specified. Such financial statements have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved (except as otherwise noted therein). The
selected financial data set forth under the captions "Prospectus
Summary--Summary Consolidated Financial Data," and "Selected Consolidated
Financial Data" in the Prospectus fairly present in all material respects, on
the basis stated in the Prospectus, the information included. The other
financial, numerical and statistical information and data set forth in the
Prospectus is, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements and the books and records of the
Company and its subsidiaries, as applicable. The unaudited pro forma condensed
combined financial statements and the related notes thereto included in the
Prospectus present fairly, as stated therein, in all material respects the pro
forma consolidated financial position and results of operations of the Company
at the respective dates and for the respective periods indicated. The pro forma
adjustments are factually supportable. All adjustments necessary to fairly
present this pro forma information have been made;

(v) Each of (i) Ernst & Young LLP, (ii) Xxxxxx Xxxxxxxx LLP, (iii)
Pricewaterhouse Coopers LLP, (iv) Deloitte & Touche and (v) Xxxxx Partnership,
who have certified certain financial statements of the Company, its subsidiaries
and/or the entity to be acquired in the Pending Acquisition, are each
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;

(w) Except as disclosed in the Prospectus, there are no business
relationships or related party transactions which would be required to be
disclosed therein by Item 404 of Regulation S-K of the Commission and each
business relationship or related party transaction described therein is a fair
and accurate description of the relationships and transactions so described;

(x) Except as disclosed in the Prospectus, each of the Company and its
subsidiaries is operating in material compliance with all laws, regulations,
administrative orders or rulings or court decrees applicable to it or to any of
its property (including without limitation those relating to environmental,
safety or similar matters, federal or state laws relating to the hiring,
promotion or pay of employees), except for violations which would not reasonably
be expected to have a Material Adverse Effect;

(y) Except as, singly or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect, (i) the Company and its subsidiaries have (A)
such permits, licenses, franchises and authorizations of governmental or
regulatory authorities ("PERMITS") as are necessary to own, lease and operate
their properties and to conduct their businesses as presently conducted, and (B)
fulfilled and performed all of their material obligations with respect to the
Permits, and (ii) no event has occurred that would allow, or after notice or
lapse of time would allow, revocation or termination of any Permit or that would
result in any other material impairment of the rights granted to the Company or
any of its subsidiaries under any Permit, and (iii) neither the Company nor any
of its subsidiaries has knowledge that any governmental body or agency is
considering limiting, suspending or revoking any Permit;

(z) The Company and its subsidiaries own or possess adequate rights to use
all material trademarks, service marks, tradenames, trademark registrations,
service xxxx registrations and copyrights necessary for the conduct of their
businesses, and to the Company's knowledge, the conduct of their businesses will
not conflict with, and neither the Company nor any of its subsidiaries has
received any notice of any claim

of conflict with, any such rights of others (except in any such case for any
conflict that would not reasonably be expected to have a Material Adverse
Effect);

(aa) Each of the Company and its subsidiaries are in compliance in all
material respects with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published interpretations thereunder ("ERISA"); no "reportable event" (as
defined in ERISA) has occurred with respect to any "pension plan" (as defined in
ERISA) for which the Company or any of its subsidiaries would have any
liability; none of the Company or its subsidiaries has incurred or expects to
incur liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Section 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the "CODE"); and each "pension plan" for which the
Company or any of its subsidiaries would have any liability that is intended to
be qualified under Section 401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act, which
would cause the loss of such qualification, except, in each case, as would not
have a Material Adverse Effect;

(bb) There is (i) no material unfair labor practice complaint pending
against the Company or any of its subsidiaries, or, to the best knowledge of the
Company, threatened against any of them, before the National Labor Relations
Board or any state or local labor relations board, and no material grievance or
material arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Company or any of its
subsidiaries, or, to the best knowledge of the Company, threatened against any
of them and (ii) no material strike, labor dispute, slowdown or stoppage pending
against the Company or any of its subsidiaries nor, to the knowledge of the
Company, threatened against the Company or any of its subsidiaries, except, in
each case, as would not reasonably be expected to have a Material Adverse
Effect;

(cc) The Company and each of its subsidiaries has reviewed the effect of
Environmental Laws (as defined below) and the disposal of hazardous or toxic
substances, wastes, pollutants and contaminants on the business, assets,
operations and properties of the Company and each of the subsidiaries, and
identified and evaluated associated costs and liabilities (including, without
limitation, any material capital and operating expenditures required for
clean-up, closure of properties and compliance with Environmental Laws, all
permits, licenses and approvals, all related constraints on operating activities
and all potential liabilities to third parties). On the basis of such reviews,
the Company has reasonably concluded that such associated costs and liabilities
would not reasonably be expected to have a Material Adverse Effect. None of the
Company or its subsidiaries has violated any environmental, safety or similar
law or regulation applicable to it or its business or property relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), lacks
any permit, license or other approval required of it under applicable
Environmental Laws or is violating any term or condition of such permit, license
or approval, which, in any case, would reasonably be expected to, either
individually or in the aggregate, have a Material Adverse Effect;

(dd) Each of the Company and its subsidiaries has filed all material
federal, state and local income and franchise tax returns required to be filed
through the date hereof and have paid, or made adequate reserve or provision for
the payment of, all taxes shown as due thereon except in any case where such
failure would not reasonably be expected to have a Material Adverse Effect, and
the Company has no knowledge of any tax deficiency that has had (or would have)
a Material Adverse Effect;

(ee) None of the Company, its subsidiaries nor any agent thereof acting on
behalf of any of them has taken, and none of them will take, any action that
might cause this Agreement or the issuance of the Stock to violate Regulation T
(12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12
C.F.R. Part 224) of the Board of Governors of the Federal Reserve;

(ff) The Company has delivered to the U.S. Underwriters true and correct,
executed copies of the Acquisition Agreement and there have been no amendments,
alterations, modifications or waivers thereto or in the exhibits or schedules
thereto other than those as to which the U.S. Underwriters shall previously have
been advised and shall not have reasonably objected after being furnished a copy
thereof;

(gg) The Company's present intention is to use the net proceeds received by
it from the sale of the Stock pursuant to this Agreement in the manner specified
in the Prospectus under the caption "Use Of Proceeds"; and

(hh) The Company and its subsidiaries are implementing a comprehensive
program to analyze and address the risk that the computer hardware and software
used by them may be unable to recognize and properly execute date-sensitive
functions involving certain dates prior to and any dates after December 31,
1999, and, except as disclosed in the Prospectus, reasonably believe that such
risk will be remedied on a timely basis without material expense and will not
have a material adverse effect upon the financial condition and results of
operations of the Company and its subsidiaries taken as a whole.

(ii) Since the end of its last fiscal year the Company has filed with the
Commission all documents required to have been filed by the Company pursuant to
the Securities Exchange Act of 1934, as amended. Each such document, when filed
with the Commission, conformed in all material respects to the requirements of
the Exchange Act and did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

(jj) Neither the Company nor, to the knowledge of the Company, any of its
officers, directors, partners, employees or affiliates has, directly or
indirectly, given or agreed to give on behalf of the Company any money, gift or
similar benefit (other than legal price or services concessions to customers) to
any customer, supplier, employee or agent of a customer or supplier, official or
employee of any governmental agency

(domestic or foreign), instrumentality of any government (domestic or foreign)
or other person who was, is or is reasonably likely to be in a position to help
or hinder the business of the Company (or assist the Company in connection with
any actual or proposed transaction) which would reasonably be expected to
subject the Company to any damage or penalty in any civil, criminal or
governmental litigation or proceeding (domestic or foreign), which would
reasonably be expected to have a Material Adverse Effect.

Notwithstanding the foregoing, any exceptions to the representations and
warranties contained in the Acquisition Agreement shall be deemed to be included
in the applicable representation or warranty contained in this Agreement.

2. PURCHASE BY, AND SALE AND DELIVERY TO, U.S. UNDERWRITERS. Subject to the
terms and conditions herein set forth, the Company agrees to issue and sell to
each of the U.S. Underwriters, and each of the U.S. Underwriters agrees,
severally and not jointly, to purchase from the Company, at a purchase price per
share of $__.__, the number of shares of U.S. Firm Stock set forth opposite the
name of such U.S. Underwriter in Schedule I hereto and (b) in the event and to
the extent that the U.S. Underwriters shall exercise the election to purchase
U.S. Optional Stock as provided below, the Company agrees to issue and sell to
each of the U.S. Underwriters, and each of the U.S. Underwriters agrees,
severally and not jointly, to purchase from the Company, at the purchase price
per share set forth in clause (a) of this Section 2, that portion of the number
of shares of U.S. Optional Stock as to which such election shall have been
exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of shares of U.S. Optional Stock by a
fraction, the numerator of which is the maximum number of shares of U.S.
Optional Stock which such U.S. Underwriter is entitled to purchase as set forth
opposite the name of such U.S. Underwriter in Schedule I hereto and the
denominator of which is the maximum number of U.S. Optional Stock that all of
the U.S. Underwriters are entitled to purchase hereunder.

The Company hereby grants to the U.S. Underwriters the right to purchase at
their election up to shares of U.S. Optional Stock, at the purchase price
per share set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Stock. Any such election to purchase
Optional Stock may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of shares of U.S. Optional Stock to be
purchased and the date on which such shares of Optional Stock are to be
delivered, as determined by you but in no event earlier than the First Time of
Delivery (as defined in Section 4 hereof) or, unless you and the Company
otherwise agree in writing, earlier than three or later than ten business days
after the date of such notice.

3. Upon the authorization by you of the release of the shares of U.S. Firm
Stock, the several U.S. Underwriters propose to offer the U.S. Firm Stock for
sale upon the terms and conditions set forth in the Prospectus.

4. TIME OF DELIVERY. (a) The U.S. Stock to be purchased by each U.S.
Underwriter hereunder, in definitive form, and in such authorized denominations
and registered in such names as Bear, Xxxxxxx & Co. Inc. and Xxxxxx Brothers
Inc. may request upon at least forty-eight hours' prior notice to the Company
shall be delivered by or on behalf of the Company to Bear, Xxxxxxx & Co. Inc.
and Xxxxxx Brothers Inc. for the account of such U.S. Underwriter, against
payment by or on behalf of such U.S. Underwriter of the purchase price therefor
by wire transfer of Federal (same-day) funds to the account specified by the
Company to Bear, Xxxxxxx & Co. Inc. and Xxxxxx Brothers Inc. at least
forty-eight hours in advance. The Company will cause the certificates
representing the U.S. Stock to be made available for checking and packaging at
least twenty-four hours prior to the Time of Delivery (as defined below) with
respect thereto at the office of Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 and Xxxxxx Brothers Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (each a "DESIGNATED OFFICE"). The time and date of such delivery and
payment shall be, with respect to the U.S. Firm Stock, 9:30 a.m., New York City
time, on August __,

1999, or such other time and date as Bear, Xxxxxxx & Co. Inc., Xxxxxx Brothers
Inc. and the Company may agree upon in writing, and, with respect to the U.S.
Optional Stock, 9:30 a.m., New York time, on the date specified by Bear, Xxxxxxx
& Co. Inc. and Xxxxxx Brothers Inc. in the written notice given by Bear, Xxxxxxx
& Co. Inc. and Xxxxxx Brothers Inc. of the U.S. Underwriters' election to
purchase such U.S. Optional Stock, or such other time and date as Bear, Xxxxxxx
& Co. Inc., Xxxxxx Brothers Inc. and the Company may agree upon in writing. Such
time and date for delivery of the U.S. Firm Stock is herein called the "FIRST
TIME OF DELIVERY," such time and date for delivery of the U.S. Optional Stock,
if not the First Time of Delivery, is herein called the "SECOND TIME OF
DELIVERY," and each such time and date for delivery is herein called a "TIME OF
DELIVERY."

(b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipt
for the Stock and any additional documents requested by the U.S. Underwriters
pursuant to Section 7(j) hereof, will be delivered at the offices of Paul,
Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000
(the "CLOSING LOCATION"), and the Stock will be delivered at a Designated
Office, all at such Time of Delivery. A meeting will be held at the Closing
Location at 5:00 p.m., New York City time, on the New York Business Day next
preceding such Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "NEW YORK
BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

5. COVENANTS AND AGREEMENTS OF THE COMPANY. The Company agrees with each of
the U.S. Underwriters:

(a) To prepare the Prospectus in a form approved, subject to the
requirements of applicable law and regulation, by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus which shall be reasonably
disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish you with
copies thereof; to advise you, promptly after it receives notice thereof, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or Prospectus, of the
suspension of the qualification of the Stock for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or Prospectus or suspending any
such qualification, promptly to use its best efforts to obtain the withdrawal of
such order;

(b) Promptly from time to time to take such action as you may reasonably
request to qualify the Stock for offering and sale under the securities laws of
such U.S. jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Stock, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;

(c) Prior to 12:00 noon, New York City time, on the New York Business Day
next succeeding the date of this Agreement and from time to time, to

furnish the U.S. Underwriters with copies of the Prospectus in New York City in
such quantities as you may reasonably request, and, if the delivery of a
prospectus is required at any time prior to the expiration of nine months after
the time of issue of the Prospectus in connection with the offering or sale of
the Stock and if at such time any event shall have occurred as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such period to amend or supplement the
Prospectus in order to comply with the Act, to notify you and upon your request
to prepare and furnish without charge to each U.S. Underwriter and to any dealer
in securities as many copies as you may from time to time reasonably request of
an amended Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance, and in case any Underwriter is
required to deliver a prospectus in connection with sales of any of the Stock at
any time nine months or more after the time of issue of the Prospectus, upon
your request but at the expense of such U.S. Underwriter, to prepare and deliver
to such U.S. Underwriter as many copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) During the period beginning on the date hereof and continuing to and
including the date 90 days after the date of the Prospectus, not to (A) offer,
sell, contract to sell or otherwise dispose of, except as provided hereunder,
any shares of Stock or any securities of the Company that are substantially
similar to the Stock, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to receive,
Stock or any such substantially similar securities (other than (i) as described
in the Prospectus, (ii) as may be issued in connection with the acquisition of
Apollo, (iii) as may be issued in connection with acquisitions other than
Apollo, provided that the persons to whom such securities are issued agree not
to publicly resell such securities during such 90-day period, and (iv) pursuant
to employee and/or director stock option plans existing on the date of this
agreement, or upon the

conversion or exchange of convertible or exchangeable securities outstanding as
of the date hereof or granted pursuant to such existing employee or director
stock option plans), or (B) after the date hereof, waive any provision in the
Apollo Acquisition Agreement restricting the transfer of the securities to be
issued thereunder, in either case without the prior written consent of Bear,
Xxxxxxx & Co. Inc. and Xxxxxx Brothers Inc. acting together, which shall not be
unreasonably withheld;

(e) To use its best efforts to list the Stock on the New York Stock Exchange
("NYSE"); and

(f) If the Company elects to rely upon Rule 462(b), the Company shall file a
Rule 462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and
the Company shall at the time of filing either pay to the Commission the filing
fee for the Rule 462(b) Registration Statement or give irrevocable instructions
for the payment of such fee pursuant to Rule 111(b) under the Act.

6. PAYMENT OF EXPENSES. The Company covenants and agrees with the several
U.S. Underwriters that the Company will pay or cause to be paid the following:
(i) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Stock under the Act and
all other reasonable expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to the U.S. Underwriters and dealers; (ii) the cost of
printing or copying any Agreement among U.S. Underwriters, this Agreement, the
Blue Sky Memorandum, closing documents (including any compilations thereof) and
any other documents in connection with the offering, purchase, sale and delivery
of the Stock; (iii) all expenses in connection with the qualification of the
Stock for offering and sale under state securities laws as provided in Section
5(b) hereof, including the reasonable fees and disbursements of counsel for the
U.S. Underwriters in connection with such qualification and in connection with
the

Blue Sky survey; (iv) all fees and expenses in connection with listing the Stock
on the NYSE; (v) the filing fees incident to, and the fees and disbursements of
counsel for the U.S. Underwriters in connection with, securing any required
review by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Stock; (vi) the cost of preparing stock certificates; (vii) the
cost and charges of any transfer agent or registrar; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 8, 9 and 13
hereof, the U.S. Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, stock transfer taxes on resale of any of
the Stock by them, and any advertising expenses connected with any offers they
may make.

7. CONDITIONS OF U.S. UNDERWRITERS' OBLIGATIONS. The obligations of the U.S.
Underwriters hereunder, as to the Stock to be delivered at each Time of
Delivery, shall be subject, in their discretion, to the condition that all
representations and warranties and other statements of the Company herein are,
at and as of such Time of Delivery, true and correct, the condition that the
Company shall have performed all of its obligations hereunder therefore to be
performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 5(a) hereof;
if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have been filed by 10:00 P.M., Washington, D.C.
time, on the date of this Agreement; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to your reasonable satisfaction;

(b) Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for the Underwriters,
shall have furnished to you such written opinion or opinions, dated such Time of
Delivery, with respect to such matters as you may reasonably request, and such
counsel shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;

(c) Winston & Xxxxxx, special counsel for the Company, shall have furnished
to you their written opinion, dated such Time of Delivery, substantially in the
form of Exhibit A, attached hereto.

(d) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., New York City time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at such Time of Delivery, (i) Ernst & Young LLP,
(ii) Xxxxxx Xxxxxxxx LLP, (iii) PricewaterhouseCoopers LLP, (iv) Deloitte &
Touche Chartered Accountants & Registered Auditors, shall have furnished to you
a letter or letters, dated the respective dates of delivery thereof, in form and
substance satisfactory to you;

(e)(i) Neither the Company nor any of its subsidiaries shall have sustained
since the date of the latest audited financial statements included in the
Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus, and (ii) since the
respective dates as of which information is given in the Prospectus there shall
not have been any material change in the capital stock or long-term debt (other
than borrowings in the ordinary course of business) of the Company or any of its
subsidiaries or any material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole, otherwise than
as set forth or contemplated in the Prospectus, the effect of which, in any such
case described in clause (i) or (ii), is in the judgment of the Representatives
so material and

adverse as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the U.S. Stock being delivered at such Time of
Delivery on the terms and in the manner contemplated in the Prospectus;

(f) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the NYSE; (ii) a suspension or material limitation in trading in
the Company's securities on the NYSE; (iii) a general moratorium on commercial
banking activities declared by either Federal or New York State authorities; or
(iv) the outbreak or escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or war, if the
effect of any such event specified in clauses (i), (ii), (iii) or (iv), in the
judgment of the U.S. Representatives, makes it impracticable or inadvisable to
proceed with the public offering or the delivery of the Stock being delivered at
such Time of Delivery on the terms and in the manner contemplated in the
Prospectus;

(g) The Stock to be sold at such Time of Delivery shall have been duly
listed for quotation on the NYSE;

(h) The Company has obtained and delivered to the U.S. Underwriters executed
copies of an agreement from the stockholders listed on Schedule III hereto,
substantially in the form set forth as Exhibit B;

(i) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement;

(j) The Company shall have furnished or caused to be furnished to you at
such Time of Delivery certificates of officers of the Company reasonably
satisfactory to you as to the accuracy, in all material respects, of the
representations and warranties of the Company herein at and as of such Time of
Delivery, as to the

performance by the Company, in all material respects, of all of its obligations
hereunder to be performed at or prior to such Time of Delivery, as to the
matters set forth in subsections (a), (e) and (g) of this Section and as to such
other matters as you may reasonably request.

8. INDEMNITY. (a) The Company agrees to indemnify and hold harmless each
U.S. Underwriter and each person, if any, who controls any U.S. Underwriter
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act against any and all losses, liabilities, claims, damages and
expenses whatsoever as incurred (including but not limited to attorneys' fees
and any and all expenses whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation) to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims,
damages or expenses (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, as originally filed or any amendment
thereof, or any related Preliminary Prospectus or the Prospectus, or in any
supplement thereto or amendment thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case (i) to
the extent but only to the extent that any such loss, liability, claim, damage
or expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any U.S. Underwriter expressly for use therein and (ii) with respect
to any preliminary prospectus or preliminary prospectus supplement to the extent
that any such loss, claim, damage or liability results from the fact that an
U.S. Underwriter sold Stock to a person as to whom it shall be established that
there was not sent or given, at or prior to written confirmation of such sale, a
copy of the final prospectus or prospectus supplement as then amended or
supplemented in any case where such delivery is required by the

Securities Act if the Company has previously furnished copies thereof in
sufficient quantity to such U.S. Underwriter and with sufficient time to effect
a delivery, and the loss, claim, damage or liability of the U.S. Underwriters
results from an untrue statement or omission of a material fact contained in the
preliminary prospectus or preliminary prospectus supplement which was corrected
in the prospectus or prospectus supplement as then amended, and such correction
would have cured the defect giving rise to such loss, claim, damage or
liability. This indemnity agreement will be in addition to any liability which
the Company may otherwise have, including under this Agreement.

(b) Each U.S. Underwriter severally, and not jointly, agrees to indemnify
and hold harmless the Company, each of the directors of the Company, each of the
officers of the Company who shall have signed the Registration Statement, and
each other person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against
any and all losses, liabilities, claims, damages and expenses whatsoever as
incurred (including but not limited to attorneys' fees and expenses incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or Litigation), joint or several, to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, liabilities, claims, damages or expenses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in either Registration Statement, as
originally filed or any amendment thereof, or any related preliminary
prospectus, preliminary prospectus supplement or prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that any such loss, liability, claim, damage or
expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any U.S. Underwriter expressly for use therein; provided, however,
that in no case shall any

U.S. Underwriter be liable or responsible for any amount in excess of the
underwriting discount applicable to the Stock purchased by such U.S. Underwriter
hereunder. This indemnity will be in addition to any Liability which any U.S.
Underwriter may otherwise have, including under this Agreement.

(c) Promptly after receipt by an indemnified party under Subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is
to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve the indemnifying party from any
liability which it may have under this Section 8, except to the extent that the
indemnifying party has been prejudiced in any material respect by such failure
or from any liability that it may have otherwise). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by the indemnifying parties
in connection with the defense of such action, (ii) the indemnifying parties
shall not have employed counsel to have charge of the defense of such action
within a reasonable time after notice of commencement of the action, or (iii)
such indemnified party or parties shall have been advised by counsel that there
may be defenses available to it or them which are different from or additional
to those available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties. Anything in
this Subsection to the contrary notwithstanding, an indemnifying party shall

not be liable for any settlement of any claim or action effected without its
written consent; provided, however, that such consent was not unreasonably
withheld.

9. CONTRIBUTION. In order to provide for contribution in circumstances in
which the indemnification provided for in Section 8 hereof is for any reason
held to be unavailable from any indemnifying party or is insufficient to hold
harmless a party indemnified thereunder, the Company and the U.S. Underwriters
shall contribute to the aggregate losses, claims, damages, liabilities and
expenses of the nature contemplated by such indemnification provision (including
any investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting in the case of losses, claims, damages,
liabilities and expenses suffered by the Company any contribution received by
the Company from persons, other than the U.S. Underwriters, who may also be
liable for contribution, including persons who control the Company within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act, officers of the Company who signed the Registration Statement and directors
of the Company) as incurred to which the Company and one or more of the U.S.
Underwriters may be subject, in such proportions as is appropriate to reflect
the relative benefits received by the Company and the U.S. Underwriters from the
offering of the Stock or, if such allocation is not permitted by applicable law
or indemnification is not available as a result of the indemnifying party not
having received notice as provided in Section 8 hereof, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Company and the U.S. Underwriters in connection with
the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the U.S.
Underwriters on the other hand shall be deemed to be in the same proportion as
(x) the total proceeds from the offering (net of underwriting discounts and
commissions but before deducting expenses) received by the Company and (y) the
underwriting discounts and commissions received by the U.S. Underwriters,
respectively, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company

and the U.S. Underwriters shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the U.S. Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the U.S. Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the U.S. Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above. Notwithstanding
the provisions of this Section 9, (i) in no case shall any U.S. Underwriter be
liable or responsible for any amount in excess of the underwriting discount
applicable to the Stock purchased by such U.S. Underwriter hereunder, and (ii)
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Notwithstanding the
provisions of this Section 9 and the preceding sentence, no U.S. Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Stock underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that such U.S.
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. For purposes of this
Section 9, each person, if any, who controls an U.S. Underwriter within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act
shall have the same rights to contribution as such U.S. Underwriter, and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to clauses (i) and (ii) of this Section 9. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties, notify each party or
parties from whom contribution may be sought, but the omission to

so notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 9 or otherwise, except to the extent the contributing party has been
prejudiced in any material respect by such failures. No party shall be Liable
for contribution with respect to any action or claim settled without its
consent; provided, however, that such consent was not unreasonably withheld.

10. DEFAULT BY A U.S. UNDERWRITER. (a) If any U.S. Underwriter or U.S.
Underwriters shall default in its or their obligation to purchase U.S. Firm
Stock or U.S. Optional Stock hereunder, and if the shares of U.S. Firm Stock or
U.S. Optional Stock with respect to which such default relates do not (after
giving effect to arrangements, if any, made by you pursuant to subsection (b)
below) exceed in the aggregate 10% of the total number of shares of U.S. Firm
Stock or U.S. Optional Stock, the shares of U.S. Firm Stock or U.S. Optional
Stock to which the default relates shall be purchased by the non-defaulting U.S.
Underwriters in proportion to the respective proportions which the numbers of
U.S. Firm Stock set forth opposite their respective names in Schedule I hereto
bear to the aggregate number of U.S. Firm Stock set forth opposite the names of
the non-defaulting U.S. Underwriters.

(b) In the event that such default relates to more than 10% of the total
number of shares of U.S. Firm Stock or U.S. Optional Stock, as the case may be,
you may in your discretion arrange for yourself or for another party or parties
including any non-defaulting U.S. Underwriter or U.S. Underwriters who so agree)
to purchase such U.S. Firm Stock or U.S. Optional Stock, as the case may be to
which such default relates on the terms contained herein. In the event that
within five calendar days after such a default you do not arrange for the
purchase of the U.S. Firm Stock or U.S. Optional Stock, as the case may be, to
which such default relates as provided in this Section 10, this Agreement or, in
the case of a default with respect to the U.S. Optional Stock, the obligations
of the U.S. Underwriters to purchase and to sell the U.S. Optional Stock shall
thereupon terminate, without liability on the part of U.S. Underwriters with
respect thereto (except in each case as provided in Section 5, 7(a) and 8
hereof), but nothing in

this Agreement shall relieve a defaulting U.S. Underwriter or U.S. Underwriters
of its ortheir liability, if any, to the Company or the other U.S. Underwriters
for damages occasioned by its or their default hereunder.

(c) In the event that the U.S. Firm Stock or U.S. Optional Stock to which
the default relates are to be purchased by the non-defaulting U.S. Underwriters,
or are to be purchased by another party or parties as aforesaid, shall have the
right to postpone the Closing Date, as the case may be, for a period not
exceeding five business days in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus or in any other
documents and arrangements, and the Company agrees to file promptly any
amendment or supplement to the Registration Statement or the Prospectus which,
in the opinion of U.S. Underwriters' Counsel, may thereby be made necessary or
advisable. The term "U.S. Underwriter" as used in this Agreement shall include
any party substituted under this Section 9 with like effect as if it had
originally been a party to this Agreement with respect to such U.S. Firm Stock
and U.S. Optional Stock.

11. SURVIVAL OF REPRESENTATIONS AND AGREEMENTS. All representations and
warranties, covenants and agreements of the U.S. Underwriters and the Company
contained in this Agreement, including the agreements contained in Section 5,
the indemnity agreements contained in Section 8 and the contribution agreements
contained in Section 9, shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any U.S. Underwriter or
any controlling person thereof or by or on behalf of the Company, any of its
officers and directors, or any controlling person of the Company, and shall
survive delivery of and payment for the Stock to and by the U.S. Underwriters.
The representations contained in Section 1 and the agreements contained in
Sections 6, 8, 9, 12(d) and 15 hereof shall survive the termination of this
Agreement, including termination pursuant to Section 10 or 12 hereof.

12. EFFECTIVE DATE OF AGREEMENT; TERMINATION. (a) This Agreement shall
become effective upon the execution and delivery of a counterpart hereof by each
of the parties hereto.

(b) The U.S. Underwriters shall have the right to terminate this Agreement
at any time prior to the applicable Time of Delivery or the obligations of the
U.S. Underwriters to purchase the Optional Shares at any time prior to the
Applicable Time of Delivery, as the case may be, if on or prior to such date,
(i) the Company shall have failed, refused or been unable to perform in any
material respect any agreement on its part to be performed hereunder, (ii) any
other condition to the obligations of the U.S. Underwriters hereunder as
provided in Section 7 is not fulfilled when and as required in any material
respect, (iii) in the reasonable judgment of the U.S. Underwriters any change or
development having a Material Adverse Effect shall have occurred since the
respective dates as of which information is given in the Prospectus, other than
as set forth in the Prospectus, (iv) any downgrading shall have in the rating
accorded the Company's debt securities by any "nationally recognized statistical
rating organization", as that term is defined by the Commission for purposes of
Rule 436(g)(2) under the Securities Act, or any such organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities, or
(v)(A) any domestic or international event or act or occurrence has materially
disrupted, or in the opinion of the U.S. Underwriters will in the immediate
future materially disrupt, the market for the Company's securities or for
securities in general; or (B) trading in securities generally on the NYSE or
quotations on the Nasdaq shall have been suspended or materially limited, or
minimum or maximum prices for trading shall have been established, or maximum
ranges for prices for securities shall have been required, on such exchange, or
by such exchange or other regulatory body or governmental authority having
jurisdiction; or (C) a banking moratorium shall have been declared by federal or
state authorities, or a moratorium in foreign exchange trading by major
international banks or persons shall have been declared; or (D) there is an
outbreak or escalation of armed hostilities involving the United States on or
after the date hereof, or if there has been a declaration by the United

States of a national emergency or war, the effect of which shall be, in the U.S.
Underwriters' judgment, to make it inadvisable or impracticable to proceed with
the offering, sale and delivery of the Firm Shares or the Optional Shares, as
the case may be, on the terms and in the manner contemplated by the Prospectus;
or (E) there shall have been such a material adverse change in general economic,
political or financial conditions or if the effect of international conditions
on the financial markets in the United States shall be such as, in the U.S.
Representatives judgment, makes it inadvisable or impracticable to proceed with
the offering, sale and delivery of the Firm Shares or the Optional Shares, as
the case may be, on the terms and in the manner contemplated by the Prospectus.

(c) Any notice of termination pursuant to this Section 12 shall be by
telephone, telex, telegraph or telephonic facsimile, confirmed in writing by
letter.

(d) If this Agreement shall be terminated pursuant to any of the provisions
hereof (other than pursuant to Section 10(b) or 12(b) hereof), or if the sale of
the Stock provided for herein is not consummated because any condition to the
obligations of the U.S. Underwriters set forth herein is not satisfied (other
than the condition set forth in Section 7(b)) or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof, the Company will, subject to demand by the
U.S. Underwriters, reimburse the U.S. Underwriters for all out-of-pocket
expenses (including the fees and expenses of their counsel), incurred by the
U.S. Underwriters in connection herewith.

13. If this Agreement shall be terminated pursuant to Section 10 hereof, the
Company shall not then be under any liability to any U.S. Underwriter except as
provided in Sections 6 and 8 hereof.

14. NOTICES. In all dealings hereunder, you shall act on behalf of each of
the U.S. Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any U.S.
Underwriter made or given

by you jointly or by Bear, Xxxxxxx & Co. Inc. on behalf of you as the
representatives. All statements, requests, notices and agreements hereunder
shall be in writing, and if to the U.S. Underwriters shall be delivered or sent
by mail, telex or facsimile transmission to you as the representatives in care
of Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Registration Department; and if to the Company shall be delivered or
sent by mail to the address of the Company set forth in the Registration
Statement, Attention: Secretary; provided, however, that any notice to a U.S.
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such U.S. Underwriter at its address set
forth in its U.S. Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

15. PARTIES. This Agreement shall be binding upon, and inure solely to the
benefit of, the U.S. Underwriters, the Company and, to the extent provided in
Sections 8 and 9 hereof, the officers and directors of the Company and each
person who controls the Company or any U.S. Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. No
purchaser of any of the U.S. Stock from any U.S. Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

16. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. As used herein, the term
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.

17. GOVERNING LAW; CONSTRUCTION. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ITS CONFLICTS OF LAW PROVISIONS.

18. COUNTERPARTS. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.

Signature page(s) follow

If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the U.S. Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement between each of the U.S. Underwriters and
the Company. It is understood that your acceptance of this letter on behalf of
each of the U.S. Underwriters is pursuant to the authority set forth in a form
of Agreement among U.S. Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on your part as
to the authority of the signers thereof.

Very truly yours,

SFX ENTERTAINMENT, INC.

By: ________________________
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President

Accepted as of the date hereof:

BEAR, XXXXXXX & CO. INC.

By: ___________________________
Name:
Title:

XXXXXX BROTHERS INC.

By: ___________________________
Name:
Title:

XXXXXX XXXXXXX & CO. INCORPORATED

By: ___________________________
Name:
Title:

XX XXXXX SECURITIES CORPORATION

By: ___________________________
Name:
Title:

BANCBOSTON XXXXXXXXX XXXXXXXX INC.

By: ___________________________
Name:
Title:

PRUDENTIAL SECURITIES INCORPORATED

By: ___________________________
Name:
Title:

U.S. Underwriting signature page(s)

SCHEDULE I

NUMBER OF
SHARES OF
U.S.
OPTIONAL
TOTAL NUMBER STOCK TO BE
OF SHARES OF PURCHASED
U.S. FIRM IF MAXIMUM
STOCK TO BE OPTION
U.S. UNDERWRITER PURCHASED EXERCISED
----------------------- --------------------

Bear, Xxxxxxx & Co. Inc.......................................
Xxxxxx Brothers Inc. .........................................
Xxxxxx Xxxxxxx & Co. Incorporated.............................
XX Xxxxx Securities Corporation............................... ----------------------- --------------------
BancBoston Xxxxxxxxx Xxxxxxxx Inc............................. ----------------------- --------------------
Prudential Securities Incorporated............................ ----------------------- --------------------

TOTAL...............................................
======================= ====================

SCHEDULE II

NUMBER OF
SHARES OF
INTERNATIONAL
OPTIONAL
TOTAL NUMBER OF STOCK TO BE
SHARES OF PURCHASED IF
INTERNATIONAL MAXIMUM
FIRM STOCK TO BE OPTION
INTERNATIONAL MANAGER PURCHASED EXERCISED
--------------------------- -------------------------

Bear, Xxxxxxx International Limited...................
Xxxxxx Brothers International (Europe)................
Xxxxxx Xxxxxxx & Co. International Limited ...........
Societe Generale SA ..................................
BancBoston Xxxxxxxxx Xxxxxxxx International
Ltd...................................................
Prudential-Bache Securities (U.K.) Inc. ..............

TOTAL.......................................
========================== =========================

SCHEDULE III

List of required Lock-Up Letters:

Xxxxxx F.X. Sillerman
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxxx Xxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
D. Xxxxxxxx Xxxxxxxxx
Xxxxx X. X'Xxxxx, Xx.
Xxxx Xxxxxx
Xxxxxx X. Xxxxx
Xxxx X. Xxxxxx
Xxxx X. Xxxxx

[May be revised]

EXHIBIT A

August __, 1999

Bear, Xxxxxxx & Co. Inc.
Xxxxxx Brothers Inc.,
As Representatives
for each of the several
U.S. Underwriters

Bear, Xxxxxxx International Limited
Xxxxxx Brothers International (Europe)
As Representatives
for each of the several
International Managers

Ladies and Gentlemen:

We have acted as special counsel to SFX Entertainment, Inc., a Delaware
corporation (the "COMPANY"), in connection with the offer and sale of 7,500,000
shares (the "SHARES") of the Company's Class A Common Stock, par value $.01 per
share (the "COMMON STOCK"). Of the 7,500,000 shares of Common Stock being issued
and sold, (i) [_________] shares are being sold pursuant to the Underwriting
Agreement dated August __, 1999 (the "U.S. UNDERWRITING AGREEMENT"), among the
Company and the several Underwriters named in Schedule I hereto (the "U.S.
UNDERWRITERS") and (ii) _____ shares are being sold pursuant to the Underwriting
Agreement dated August __, 1999 (the "INTERNATIONAL UNDERWRITING AGREEMENT" and,
together with the U.S. Underwriting Agreement, the "UNDERWRITING AGREEMENTS"),
among the Company and the several International Managers named in Schedule II
hereto (the "INTERNATIONAL MANAGERS").

This opinion letter is being furnished to you pursuant to Section ____
of each of the Underwriting Agreements. Capitalized terms used but not defined
herein shall have the meanings set forth in the Underwriting Agreements.

In connection with this opinion letter, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-3 (File No. 333-84371)
relating to the offering of the Shares, as filed with the Securities and
Exchange Commission (the "COMMISSION") on August __, 1999 under the Securities
Act of 1933, (as so amended, the "REGISTRATION

STATEMENT"); (ii) the final prospectus dated August __, 1999 relating to the
Shares offered and sold in the United States and Canada in the form filed with
the Commission on August __, 1999 (such final prospectus, including documents
incorporated by reference therein, being hereinafter referred to as the "U.S.
PROSPECTUS"); (iii) the final prospectus dated August __, 1999 relating to the
Shares offered and sold outside of the United States and Canada in the form
filed with the Commission on August __, 1999 (such final prospectus, including
documents incorporated by reference therein, being hereinafter referred to as
the "INTERNATIONAL PROSPECTUS" and, together with the U.S. Prospectus, the
"PROSPECTUSES"); (iv) the certificate of incorporation or certificate of
formation and limited liability company agreement, in each case as applicable,
of the Company and each of the subsidiaries of the Company listed on Schedule
III hereto (the "LISTED SUBSIDIARIES"), each as currently in effect; (v) the
By-Laws of the Company and each of the Listed Subsidiaries, each as currently in
effect; (vi) certain resolutions adopted by the Board of Directors of the
Company and a Special Committee thereof relating to, among other things, the
issuance and the sale of the Shares; and (vii) execution copies of the
Underwriting Agreements. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such certificates of public officials, certificates of officers or
representatives of the Company and others, and such other agreements, documents,
instruments, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth below.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein which we did not independently
establish or verify, we have relied upon oral and written statements and
representations of officers and other representatives of the Company and others.

Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware and the Delaware
Limited Liability Company Act and the federal laws of the United States of
America to the extent referred to specifically herein.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of Delaware, with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectuses. The Company is duly qualified to do
business and is in

good standing as a foreign corporation in each jurisdiction in which the nature
of its business requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the business, results of
operations or the condition (financial or otherwise) of the Company and its
direct and indirect subsidiaries, taken as a whole (a "MATERIAL ADVERSE
EFFECT").

2. Each Listed Subsidiary is validly existing and in good standing in
the jurisdiction of its organization indicated on Schedule III hereto, with full
corporate or limited liability company power, as applicable, and authority to
own, lease and operate its properties and to conduct its business as described
in the Prospectuses, except where the failure to be in good standing would not
have a Material Adverse Effect.

3. The Company has the authorized capitalization set forth in the
Prospectuses, and the Shares to be issued and sold by the Company to the U.S.
Underwriters and the International Managers pursuant to the Underwriting
Agreements have been duly and validly authorized and, when duly countersigned by
the Company's transfer agent and registrar and issued and delivered in
accordance with the provisions of the Underwriting Agreements, will be duly and
validly issued and fully paid and non-assessable. The Shares conform to the
description of the Common Stock in the Prospectuses.

4. The Underwriting Agreements have been duly authorized, executed, and
delivered by the Company, are legally valid and binding obligations of the
Company, and are enforceable against the Company in accordance with their terms,
except that (a) the enforceability thereof may be subject to (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws, now or hereafter in effect, relating to creditors' rights generally and
(ii) general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity) and (b) Federal and state
securities laws or the public policy underlying such laws may limit the right to
indemnity and contribution thereunder. No consent, authorization, approval,
order, license, certificate, or permit of or from, or declaration or filing
with, any Federal, state, local or other governmental authority or any court or
other tribunal is required by the Company for the execution, delivery, or
performance of the Underwriting Agreements by the Company (except filings under
the Act and with the New York Stock Exchange which have been made and consents,
authorizations, permits, orders and other matters required by the National
Association of Securities Dealers, Inc. or under "blue sky" or state securities
laws, as to which we express no opinion).

5. Except as disclosed in the Prospectuses, the execution, delivery and
performance of the Underwriting Agreements by the Company and the issuance and
sale of the Shares thereunder, will not (A) conflict with or constitute a breach
of any of

the terms or provisions of, or a default under, the certificate of incorporation
or by-laws of the Company or of the certificate of incorporation or certificate
of formation and limited liability company agreement, as applicable, or by-laws
of any of the Listed Subsidiaries; (B) to our knowledge, require any consent or
approval (which has not been obtained) of the parties to, or conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
any agreement or other instrument of the Company filed as an exhibit to the
Registration Statement pursuant to Item 601(b)(10) of Regulation S-K under the
Act; (C) to our knowledge, violate or conflict with any law of the United States
of America or the State of New York applicable to the Company, any of the Listed
Subsidiaries or their respective property (provided that we express no opinion
on the rules or regulations of the National Association of Securities Dealers,
Inc. or the "blue sky" or state securities laws of any state or foreign
jurisdiction), except, in the case of clauses (B) and (C) above, such as would
not, either singly or in the aggregate, have a Material Adverse Effect or
prevent the Company from performing its obligations pursuant to the Underwriting
Agreements.

6. The statements contained in the Prospectuses under the caption
"Description of Capital Stock", insofar as they purport to describe the
provisions of the documents referred to therein, are accurate, complete and fair
in all material respects.

7. To our knowledge, other than as set forth in the Prospectuses, there
are no legal or governmental proceedings pending to which the Company or any of
the Listed Subsidiaries is a party or to which any property of the Company or
any of the Listed Subsidiaries is subject which would reasonably be expected
to have a Material Adverse Effect.

8. The Company is not and, after giving effect to the offering and sale
of the Shares, will not be (i) an "investment company" or an entity "controlled"
by an "investment company", as such terms are defined in the Investment Company
Act of 1940, as amended or (ii) a "holding company" or a "subsidiary company" or
an "affiliate" of a holding company within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

9. To our knowledge, the Registration Statement has been declared
effective by the Commission and no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission. The Registration Statement,
as of its effective date, and the Prospectuses, as of their respective dates
(other than the financial statements, schedules and other financial and
accounting information included in or excluded from the Registration Statement
or the Prospectuses, as to which we express no opinion), comply as to form in
all material respects with the requirements of the Act and the rules and
regulations of the Commission thereunder. The documents specifically
incorporated by reference in the Prospectuses prior to the date hereof (other
than the financial statements, schedules and other

financial and accounting information included therein or excluded therefrom, as
to which we express no opinion) at the time they were filed with the Commission,
complied as to form in all material respects with the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder.

In addition, we have participated in conferences with officers and
representatives of the Company, representatives of the independent public
accountants of the Company and representatives of the U.S. Underwriters and the
International Managers and their counsel at which the contents of the
Registration Statement, the Prospectuses and related matters were discussed and,
although we are not passing upon and do not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectuses and have made no independent check or
verification thereof except for those made under the caption "Description of
Capital Stock" in the Prospectuses (to the extent referred to in paragraph 6
hereof), on the basis of the foregoing, no facts have come to our attention that
have led us to believe that (i) the Registration Statement, at the time it
became effective, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading (other than the information omitted therefrom
in reliance on Rule 430A under the Act) or (ii) either of the Prospectuses, as
of their respective dates and as of the date hereof, contained an untrue
statement of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, except that we express no opinion or belief as
to the financial statements, schedules and other financial, accounting and
statistical information included in or excluded from the Registration Statement
or the Prospectuses.

The foregoing opinions are subject to the following assumptions,
qualifications and limitations:

(A) We have relied, as to matters of fact, to the extent we deemed
proper, on certificates of responsible officers of the Company and the Listed
Subsidiaries and public officials.

(B) Any statement or opinion set forth herein that is qualified by the
phrase "to our knowledge" or any similar phrase, is intended to indicate that,
during the course of our limited representation of the Company in the subject
transaction, no information that would give actual knowledge of the inaccuracy
of such statement or opinion has come to the attention of any lawyer who has
devoted substantive attention to the subject transaction and who is still
currently employed by or a partner of Winston & Xxxxxx. We have not undertaken
any independent investigation to determine the accuracy of any such statement or
opinion and no inference as to our knowledge of any matters bearing on the
accuracy of any such statement or opinion should be drawn from the fact of our
representation of the Company.

(C) In rendering opinions involving a concept of materiality, we have
relied exclusively in such determination on officers of the Company.

(D) We express no opinion as to compliance of the Registration
Statement, the Prospectuses or the documents incorporated by reference into the
Prospectuses with Rule 421 of the Act.

This opinion letter is as of the date hereof and we undertake no, and
disclaim any, obligation to advise you of any changes in any matter set forth
herein. This opinion letter is furnished to you solely for your benefit in
connection with the closing under the Underwriting Agreements occurring today
and is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our express prior written consent.

EXHIBIT B

LOCK UP LETTER AGREEMENT

August _____, 1999

SFX ENTERTAINMENT, INC.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

BEAR, XXXXXXX & CO. INC.
XXXXXX BROTHERS INC.
XXXXXX XXXXXXX & CO. INCORPORATED
XX XXXXX SECURITIES CORPORATION
BANCBOSTON XXXXXXXXX XXXXXXXX INC.
PRUDENTIAL SECURITIES INCORPORATED

As Representatives of the
several Underwriters
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
c/x Xxxxxx Brothers Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

BEAR, XXXXXXX INTERNATIONAL LIMITED
XXXXXX BROTHERS INTERNATIONAL (EUROPE)
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
SOCIETE GENERALE SA
BANCBOSTON XXXXXXXXX XXXXXXXX INTERNATIONAL LTD
PRUDENTIAL-BACHE SECURITIES (U.K.) INC.
As Representatives of the
several International Managers
c/o Bear, Xxxxxxx International Limited
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
c/x Xxxxxx Brothers International (Europe)
000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

The undersigned understands that Bear, Xxxxxxx & Co. Inc., Xxxxxx
Brothers Inc., Xxxxxx Xxxxxxx & Co. Incorporated, XX Xxxxx Securities
Corporation, BancBoston Xxxxxxxxx Xxxxxxxx Inc., and Prudential Securities
Incorporated, as the U.S. representatives of the several U.S. underwriters, and
Bear, Xxxxxxx International Limited, Xxxxxx Brothers International (Europe),
Xxxxxx Xxxxxxx & Co. International Limited, Societe Generale SA, BancBoston
Xxxxxxxxx Xxxxxxxx International Ltd, and Prudential-Bache Securities (U.K.)
Inc., as the lead managers (together with the U.S. representatives, the
"REPRESENTATIVES") of the several International Managers (together with the U.S.
underwriters, the "UNDERWRITERS"), propose to enter into a U.S. underwriting
agreement (the "U.S. UNDERWRITING AGREEMENT") and an international underwriting
agreement (the "INTERNATIONAL UNDERWRITING AGREEMENT"), respectively, with SFX
Entertainment, Inc. (the "COMPANY") providing for the public offering by the
Underwriters, including the Representatives, of Class A Common Stock, par value
$.01 per share (the "CLASS A COMMON STOCK"), of the Company (the "PUBLIC
OFFERING"). Capitalized terms not defined herein shall have the meaning given
them in the U.S. Underwriting Agreement.

In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering of the Company's Class A Common Stock and for
other good and valuable consideration, receipt of which is hereby acknowledged,
the undersigned agrees that, without the prior written consent of Bear, Xxxxxxx
& Co., Inc. and Xxxxxx Brothers Inc., he, she or it will not, without the prior
written consent of Bear, Xxxxxxx & Co. Inc. and Xxxxxx Brothers Inc., during the
period commencing on the date hereof and ending 60 days after the date of the
Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option to contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of the Class A Common Stock, the Company's Class B Common
Stock, par value $.01 per share (the "CLASS B COMMON STOCK" and, together with
the holders of the Class A Common Stock, the "COMMON STOCK"), or any securities
convertible into or exercisable or exchangeable for Common Stock or any right to
acquire Common Stock, or (ii) enter into any swap or similar agreement that
transfers, in whole or in part, the economic risk of ownership of the Common
Stock, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing provisions shall not apply to (i) exercise of options
or warrants, (ii) transfers, without consideration, of the Common Stock or any
securities convertible into, or exercisable or exchangeable for Common Stock to
family members or to one or more trusts established for the benefit of the
undersigned or one or more family members, provided that the transferee executes
and delivers to Bear, Xxxxxxx & Co. Inc. and Xxxxxx Brothers Inc., an

agreement whereby the transferee agrees to be bound by all of the foregoing
terms and provisions, (iii) the conversion of Class B Common Stock into Class A
Common Stock, or (iv) the pledge of Common Stock to secure obligations of the
undersigned or his family members or any trust established for the undersigned
or one or more family members, provided that the pledgee is notified of the
restrictions contained herein.

In addition, the undersigned agrees that the Company may, and that the
undersigned will, (i) with respect to any shares of Common Stock for which the
undersigned is the record holder, cause the transfer agent for the Company to
note stop-transfer instructions with respect to such shares of Common Stock
consistent with the foregoing paragraph on the transfer books and records of the
Company and (ii) with respect to any shares of Common Stock for which the
undersigned is the beneficial holder but not the record holder, cause the record
holder of such shares of Common Stock to cause the transfer agent for Company to
note stop-transfer instructions with respect to such shares of Common Stock
consistent with the foregoing paragraph on the transfer books and records of the
Company.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors, and assigns of the undersigned.

Very truly yours,

------------------------------

-----------------------------
(Name - Please Type)

-----------------------------
-----------------------------
-----------------------------
(Address)

--------------------------------------
(Social Security or Taxpayer I.D. No.)

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SFX ENTERTAINMENT, INC. CLASS A COMMON STOCK (par value $.01 per share) U.S. UNDERWRITING AGREEMENT August __, 1999 BEAR, STEARNS & CO. INC. LEHMAN BROTHERS INC., MORGAN STANLEY & CO. INCORPORATED SG COWEN SECURITIES CORPORATION BANCBOSTON ROBERTSON...

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