"MTV's PHAT HOUSE SWEEPSTAKES"
OFFICIAL RULES

1. NO PURCHASE NECESSARY TO ENTER OR WIN A PRIZE. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.

2. Promotion Period: "MTV's Phat House Sweepstakes" (the "Sweepstakes") commences at 6:00 a.m. (EST) on October 1, 2002 and ends at Midnight (EST) on October 28, 2002. All entries must be received by Midnight (EST) on October 28, 2002.

3. To Enter: The Sweepstakes will be posted on mtv.com (the "Web Site"), a web site owned and controlled by MTV Networks ("MTVN"), starting at or around 6:00 a.m. (EST) on October 1, 2002 and ending at Midnight (EST) on October 28, 2002. Participants must complete all required fields on the Sweepstakes entry form and return such entry form (collectively, the "Eligible Entries") to be entered into a random drawing. All Eligible Entries into the Sweepstakes must be received online between 6:00 a.m. (EST) on October 1, 2002 and Midnight (EST) on October 28, 2002. Limit one (1) entry per person per household. If a user submits more than one entry for a given day, only the first online entry for that day will count. Limit one prize per person or household. All entries become the property of MTVN.

4. Winner Selection: Twenty-five (25) finalists (each a "Finalist") and one (1) grand prize winner (the "Grand Prize Winner") will be chosen by random selection. The Grand Prize Winner will be chosen at random, from among all of the Finalists at the Event (see paragraph 5 below). Over the two week period following the drawing, MTVN will make up to three (3) attempts to reach each potential Finalist via telephone at the day and evening phone numbers provided on the entry form. If any potential Finalist is unreachable during the two weeks which he or she is called or is unavailable for the prize fulfillment during the dates and times specified by MTVN, such potential Finalist will fail to qualify as a Finalist of the Sweepstakes and his/her participation in the Sweepstakes will immediately be terminated. An alternate Finalist may be selected instead from among all of the remaining Eligible Entries. The odds of winning will be determined by the total number of Eligible Entries received.

5. Prizing: Finalist Prizes - Twenty-five (25) Finalists will be awarded a prize consisting of (a) roundtrip air transportation for Grand Prize Winner and one (1) guest from an airport of MTVN's choice near Grand Prize Winner's residence, to a major city nearest the Event (defined below) in Texas (the "Location"). The specific Location is to be determined by MTVN and is subject to change at MTVN's sole and unequivocal discretion. MTVN reserves the right to substitute coach air transportation with ground transportation if Grand Prize Winner lives within 150 miles of the Location or as otherwise determined by MTVN; (b) hotel accommodations for three (3) days/two (2) nights (based upon double occupancy, room and tax only); (c) roundtrip airport transfers to and from the Location; (d) attendance at the MTV Housewarming Party (the "Event") at the MTV Phat House (the "House") where a music band (TBD) will perform and (e) roundtrip ground transportation between the hotel and the Event. If any Finalist is not available to travel as determined in MTVN's sole discretion then all privileges as a Finalist will immediately be terminated. The total approximate retail value (the "ARV") of each Finalist Prize is $1,350. No cash substitute may be given for the Finalist Prize. The ARV for such Grand Prize is subject to change based on current market conditions at time of prize fulfillment. No other prizes will be awarded to Finalists.

Grand Prize -
One (1) Grand Prize Winner will be awarded a grand prize (the "Grand Prize") consisting of either (a) the opportunity to become the buyer of the House with a fair market value of approximately $80,000 (the "Sale Price"). If Grand Prize Winner chooses to purchase the House, MTVN will contribute an amount equivalent to the Sale Price towards such purchase (the "House Prize") or (b) alternatively, in lieu of the House Prize, Grand Prize Winner may, at his/her option, refuse to purchase the House and elect to accept a cash option equal to fifty percent (50%) of the Sale Price as his/her Grand Prize (the "Cash Prize"). PLEASE NOTE: If Grand Prize Winner chooses to purchase the House, (a) he/she must confirm his/her decision with MTVN within three (3) weeks; (b) the transfer of the title must be completed within three weeks from the date of the Event (if the title is not transferred by this date then MTVN reserves the right to award the Cash Prize in lieu of the House Prize and Grand Prize Winner acknowledges that the Cash Prize will constitute the complete Grand Prize), (c) Grand Prize Winner acknowledges that the House is sold in "as is" condition, with no representations or warranties of any kind whatsoever, and (d) all responsibilities, costs and expenses (including but not limited to costs associated with the taxes, legal expenses, and closing costs but specifically excluding the Sale Price) , and other matters relating to the House, and purchase of the same, shall be the sole responsibility of the Grand Prize Winner. The tentative dates for the Sweepstakes fulfillment will be in the 2003 calendar year as determined by MTVN and are subject to change at MTVN's sole and unequivocal discretion. The approximate fair market value of the House Prize is $80,000. Grand Prize Winner will be apprised of the actual fair market value at time of prize acceptance. No other prizes will be awarded except what has been stated above. The approximate retail value of this Sweepstakes is $113,750.

6. Eligibility: Sweepstakes is open to legal residents of the U.S. who are 18 years of age or older at time of entry. VOID IN NEW YORK, FLORIDA AND WHEREVER PROHIBITED OR RESTRICTED BY LAW. Employees of Viacom International, Inc., Columbia Broadcasting System ("CBS"), MTVN, SoBe, Mars, Verizon Wireless, and their affiliated companies, subsidiaries, advertising agencies (and the immediate families of each) or any person who has won an MTVN National Sweepstakes or Contest in the 2002 calendar year are not eligible. By participating in this Sweepstakes, entrants agree to be bound by these Official Rules ("Official Rules") and by the decisions of MTVN, which are final in all matters relating to this Sweepstakes and acknowledge compliance with these Official Rules.

7. All potential Finalists must prove eligibility, including verification of age and proof of residence within five (5) days of attempted notification. In the event of non-compliance by a potential Finalist, such Finalist shall be disqualified as a Finalist and his/her participation in the Sweepstakes shall be terminated and an alternate Finalist may be chosen from among all of the remaining Eligible Entries received in MTVN's sole discretion. Each potential Finalist, as a condition of entry, must sign (i) an affidavit of eligibility and liability release and release any and all sponsors and their corporate parents, subsidiaries, affiliated entities, advertising agencies, and any other participating sponsors, and their respective employees, from any and all liability, claims, demands, and causes of action for personal injury and/or damage, theft, loss, or any other harm suffered in connection with this Sweepstakes or the use or acceptance of the Finalist Prize or Grand Prize; and (ii) except where prohibited, a promotional release granting the right to use his or her name and likeness for advertising and publicity purposes without additional compensation. Each participant's entry into this Sweepstakes constitutes his/her agreement to sign such releases if he/she is a potential Finalist. The Grand Prize Winner must also complete any additional legal documents provided by sponsors with respect to the Grand Prize and return them to MTVN within five (5) days after receipt of such documents. Noncompliance may result in disqualification. ANY VIOLATION (AT MTVN'S SOLE DISCRETION) OF THESE OFFICIAL RULES BY ANY POTENTIAL OR ACTUAL FINALIST (AT MTVN'S SOLE DISCRETION) WILL RESULT IN SUCH FINALIST'S DISQUALIFICATION FROM PARTICIPATION IN THE SWEEPSTAKES AND ANY AND ALL PRIVILEGES, INCLUDING, BUT NOT LIMITED TO, ANY PRIZE(S) TO WHICH HE/SHE MAY HAVE OTHERWISE BEEN ENTITLED, WILL BE IMMEDIATELY TERMINATED. The value of the prizes may be taxable as income. Upon receipt of each Finalist Prize each Winner will be required to comply with any and all applicable federal, state and local laws, rules and regulations. Upon receipt of the Grand Prize, the Grand Prize Winner is required to comply with any and all applicable federal, state and local laws, rules and regulations including, but not limited to all costs and expenses associated with the taxes, legal expenses and closing costs and all other matters relating to the House and the purchase of the House.

8. No responsibility is assumed for incorrect or inaccurate entry information whether caused by a participant or by any of the equipment or programming associated with or utilized in this Sweepstakes or by any human error which may occur in the processing of the entries in this Sweepstakes. Sponsors are not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, networks, servers or providers, computer equipment, software, failure of email or media on account of technical problems or traffic congestion on the Internet or at any Web Site or combination thereof, including injury or damage to participants or to any other person's computer related to or resulting from participating or downloading materials in this Sweepstakes. If, for any reason, the Sweepstakes is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of any and all sponsors which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes or for any reason MTVN or any and all sponsors deem it necessary, including but not limited to modification or cancellation of the Event, MTVN and any and all sponsors reserve the right in their sole and unequivocal discretion to cancel, terminate, modify or suspend the Sweepstakes and/or prizes. In such event MTVN may then award the prizes by a random drawing from among all remaining Eligible Entries received prior to cancellation, termination, modification or suspension of the Sweepstakes. Entries that have been tampered with or altered are void. In the event of a dispute over who submitted a winning entry online, the authorized account holder of the winning e-mail account will be declared the winner. An authorized account holder is defined as the person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization (e.g. business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. All interpretations of these Official Rules by MTVN and all decisions by MTVN are final. MTVN reserves the right, in its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Sweepstakes or Web Site, to be acting in violation of the Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT BY A PARTICIPANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, MTVN AND SPONSORS RESERVE THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PARTICIPANT/INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. THE NEW YORK COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THE SWEEPSTAKES AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE SWEEPSTAKES. EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THESE COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF THOSE COURTS.

9. To request the name of the Grand Prize Winner and/or a copy of Official Rules, send a self addressed stamped envelope to:
MTV's "Phat House" Sweepstakes
1515 Broadway, 25th Floor
New York, N.Y. 10036
Attn: National Promotion Department

All requests must be received by November 28, 2002. Please note on the front left hand corner of your outer envelope whether you are requesting "Rules" or the name of the "Winner". Vermont residents may omit return postage if requesting a set of Official Rules.

10. This Sweepstakes is sponsored by MTV Networks, 1515 Broadway, New York, NY 10036.