Magnum Sports & Entertainment Inc Watch

from SB-2/A ~5 pages Indenture or similar

from SB-2/A ~10 pages Indenture or similar

from SB-2/A ~5 pages Indenture or similar

from SB-2/A ~10 pages Indenture or similar

from 8-K/A 1 page Letter of Former Independent Auditors

from 8-K 1 page <page> Rosenberg Rich Baker Berman & Company a Professional Association of Certified Public Accountants 195 Maplewood Avenue, Maplewood, Nj 07040 December 19, 1997 Securities and Exchange Commission 450 5th Street N.W. Washington D.C. 20549 Gentlemen: We Have Been Furnished With a Copy of the Response to Item 4 on Form 8-K for the Change in Accountants That Occurred on December 16, 1997, Which Will Be Filed by Our Former Client, Worldwide Entertainment & Sports Corp. We Agree With the Statements Made in Response to That Item Insofar as They Relate to Our Firm. Very Truly Yours, /S/Rosenberg Rich Baker Berman & Company Rosenberg Rich Baker Berman & Company

from SB-2/A 1 page <page> Form of Common Stock Certificate Certificate No. No. of Shares Cusip: 98157 10 4 Worldwide Entertainment & Sports Corp. Incorporated Under the Laws of the State of Delaware This Is to Certify That Is the Owner of Fully-Paid and Non-Assessable Shares, of the Par Value of $.01, Each, of the Common Stock of Worldwide Entertainment & Sports Corp. (The "Corporation") Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: Worldwide Entertainment & Sports Corp. Corporate Seal 1995 Secretary President <page>

from SB-2 ~20 pages Indenture or similar

from SB-2 ~20 pages Indenture or similar

from SB-2 ~5 pages Indenture or similar