CERTIFICATE OF INCORPORATION
                                       OF
                              WPT ENTERPRISES, INC.
 
      The undersigned incorporator, in connection with the conversion of World
Poker Tour, LLC, a Delaware limited liability company, into a corporation under
the General Corporation Law of the State of Delaware (the "General Corporation
Law"), certifies as follows:
 
      1. Name. The name of the corporation is "WPT Enterprises, Inc." (the
"Corporation").
 
      2. Address; Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is 1209 Orange Street, Wilmington,
Delaware 19801, in New Castle County; and the name of its registered agent at
such address is The Corporation Trust Company. The Corporation may from time to
time, in the manner provided by law, change the registered agent and the
registered office within the State of Delaware. The Corporation may also
maintain an office or offices for the conduct of its business, either within or
without the State of Delaware.
 
      3. Purposes. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law.
 
      4. Number of Shares. The total number of shares of all classes of stock
that the Corporation shall have authority to issue is One Hundred Twenty Million
(120,000,000) shares consisting of: One Hundred Million (100,000,000) shares of
common stock, $.001 par value per share ("Common Stock"); and Twenty Million
(20,000,000) shares of preferred stock, $.001 par value per share ("Preferred
Stock").
 
      The Preferred Stock may be divided into, and may be issued from time to
time in one or more series. The Board of Directors of the Corporation ("Board")
is authorized from time to time to establish and designate any such series of
Preferred Stock, to fix and determine the variations in the relative rights,
preferences, privileges and restrictions as between and among such series and
any other class of capital stock of the Corporation and any series thereof, and
to fix or alter the number of shares comprising any such series and the
designation thereof. The authority of the Board from time to time with respect
to each such series shall include, but not be limited to, determination of the
following:
 
      a. The designation of the series;
 
      b. The number of shares of the series and (except where otherwise provided
in the creation of the series) any subsequent increase or decrease therein;
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      c. The dividends, if any, for shares of the series and the rates,
conditions, times and relative preferences thereof;
 
      d. The redemption rights, if any, and price or prices for shares of the
series;
 
      e. The terms and amounts of any sinking fund provided for the purchase or
redemption of the series;
 
      f. The relative rights of shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation;
 
      g. Whether the shares of the series shall be convertible into shares of
any other class or series of shares of the Corporation, and, if so, the
specification of such other class or series, the conversion prices or rate or
rates, any adjustments thereof, the date or dates as of which such shares shall
be convertible and all other terms and conditions upon which such conversion may
be made;
 
      h. The voting rights, if any, of the holders of such series; and
 
      i. Such other designations, powers, preference and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof.
 
      5. Name and Mailing Address of Incorporator. The name and mailing address
of the incorporator are: Alan M. Gilbert, Esq. 3300 Wells Fargo Center, 90 South
Seventh Street, Minneapolis, Minnesota 55402.
 
      6. Election of Directors. Unless and except to the extent that the By-laws
of the Corporation (the "By-laws") shall so require, the election of directors
of the Corporation need not be by written ballot.
 
      7. Limitation of Liability. To the fullest extent permitted under the
General Corporation Law, as amended from time to time, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. Any amendment,
repeal or modification of the foregoing provision shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, repeal or
modification.
 
      8. Indemnification.
 
            8.1 Right to Indemnification. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "Covered Person") who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the
 
 
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fact that he or she, or a person for whom he or she is the legal representative,
is or was a director or officer of the Corporation or, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity (an "Other
Entity"), including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees) reasonably
incurred by such Covered Person. Notwithstanding the preceding sentence, except
as otherwise provided in Section 8.3, the Corporation shall be required to
indemnify a Covered Person in connection with a Proceeding (or part thereof)
commenced by such Covered Person only if the commencement of such Proceeding (or
part thereof) by the Covered Person was authorized by the Board of Directors of
the Corporation (the "Board").
 
            8.2 Prepayment of Expenses. The Corporation shall pay the expenses
(including attorneys' fees) incurred by a Covered Person in defending any
Proceeding in advance of its final disposition, provided, however, that, to the
extent required by applicable law, such payment of expenses in advance of the
final disposition of the Proceeding shall be made only upon receipt of an
undertaking by the Covered Person to repay all amounts advanced if it should be
ultimately determined that the Covered Person is not entitled to be indemnified
under this Article 8 or otherwise.
 
            8.3 Claims. If a claim for indemnification or advancement of
expenses under this Article 8 is not paid in full within 30 days after a written
claim therefor by the Covered Person has been received by the Corporation, the
Covered Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the Covered Person is not entitled to the requested
indemnification or advancement of expenses under applicable law.
 
            8.4 Nonexclusivity of Rights. The rights conferred on any Covered
Person by this Article 8 shall not be exclusive of any other rights that such
Covered Person may have or hereafter acquire under any statute, provision of
this Certificate of Incorporation, the By-laws, agreement, vote of stockholders
or disinterested directors or otherwise.
 
            8.5 Other Sources. The Corporation's obligation, if any, to
indemnify or to advance expenses to any Covered Person who was or is serving at
its request as a director, officer, employee or agent of an Other Entity shall
be reduced by any amount such Covered Person may collect as indemnification or
advancement of expenses from such Other Entity.
 
            8.6 Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article 8 shall not adversely affect any right or protection
hereunder of any Covered Person in respect of any act or omission occurring
prior to the time of such repeal or modification.
 
 
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            8.7 Other Indemnification and Prepayment of Expenses. This Article 8
shall not limit the right of the Corporation, to the extent and in the manner
permitted by applicable law, to indemnify and to advance expenses to persons
other than Covered Persons when and as authorized by appropriate corporate
action.
 
      9. Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in
limitation of the powers conferred by the laws of the State of Delaware, the
Board is expressly authorized to make, alter and repeal the By-laws.
 
      10. Powers of Incorporators. The powers of the incorporator are to
terminate upon the filing of this Certificate of Incorporation with the
Secretary of State of the State of Delaware. The name and mailing address of the
persons who are to serve as the initial directors of the Corporation, or until
his their successors are duly elected and qualified, are:
 
      Lyle Berman
      130 Cheshire Lane
      Minnetonka, Minnesota 55305
 
      Timothy J. Cope
      130 Cheshire Lane
      Minnetonka, Minnesota 55305
 
      Steven Lipscomb
      1041 North Formosa Avenue, Formosa Building, Suite 99
      West Hollywood, California 90046
 
      11. Certificate Amendments. The Corporation reserves the right at any
time, and from time to time, to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, and other provisions authorized
by the laws of the State of Delaware at the time in force may be added or
inserted, in the manner now or hereafter prescribed by applicable law; and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this Section.
 
      WITNESS the signature of this Certificate of Incorporation this 28th day
of July, 2004.
 
                                   /s/ Alan M. Gilbert
                                 -----------------------------------------------
                                 Alan M. Gilbert
                                 Incorporator
 
 
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