1. How to Enter: The Drive For Power Sweepstakes ("Sweepstakes") begins at 3:00 p.m. EDT on April 26, 2005 and ends at 3:00 p.m. EDT on May 31, 2005 ("Sweepstakes Period"). For purposes of this Sweepstakes, all times refer to Eastern Daylight Time ("EDT"). To enter, access http://www.mtv.com/movies/sweepstakes/driveforpower/ and click on the Sweepstakes textlink or icon, either of which will take you to the Sweepstakes Web site ("Web Site"). Then, complete and thereafter submit the Sweepstakes entry form ("Entry"). Information required on the entry form consists of your First Name, Last Name, Home Address (no P.O. Boxes), City, State, Zip, Email Address, Date of Birth, Phone number with area code, and gender (collectively "Entry Information"). If an entrant is a resident of a jurisdiction that deems him/her to be a minor, he/she must obtain parental/legal guardian consent prior to entering or submitting any personally identifiable information. Entries must be received by 3:00 p.m. EDT on May 31, 2005. Limit one (1) Entry per person/email address per calendar day. Entries in excess of the limits stated herein will be void and disqualified. Proof of delivery or receipt of an Entry will not be deemed by Hilltop New Media, Inc ("Sponsor") as proof of entry. Any attempted form of entry into this Sweepstakes other than as described herein is void.

2. Eligibility: This Sweepstakes is open only to legal residents of 49 states of the United States (excluding Florida) and the District of Columbia, who are physically located and residing therein, and who are 18 years of age or older as of April 26, 2005. Residents of the state of Florida are not eligible to participate. Employees of Sponsor, Sony Pictures Digital Inc., Sony Pictures Entertainment Inc., Sony Electronics Inc., Viacom International, Inc., MTV Networks, JWT, Ford Motor Company, Skycastle Entertainment, Inc., Sullivan Compliance Company ("Sweepstakes Administrator"), their advertising or promotion agencies, those involved in the production, development, implementation or handling of this Sweepstakes, any agents acting for, or on behalf of the above entities, their respective parent companies, officers, directors, subsidiaries, affiliates, licensees, service providers, prize suppliers, any other person or entity associated with this Sweepstakes (collectively "Sweepstakes Entities") and/or members of their immediate families (spouses, children, siblings, parents) and/or persons living in the same household as such persons, whether or not related, are ineligible to enter this Sweepstakes.

3. Prize/Odds of Winning. One (1) Prize: A 2005 Ford Mustang GT 2 door convertible and a Sony Xplod system containing one (1) each of the following items: a 7" Widescreen CD/DVD Receiver XAV-A1, a 3/4 Channel Amplifier XM-SD46X, a Class D Mono Subwoofer Amplifier XM-SD61, a 12" Component Subwoofer XS-L125P5, a 6-6" 2-way Speaker XS-S680CX, a 6-6" 2-way Speaker XS-S680CX, a Wire Harness, a Dash Kit, a System Wiring, and a Subwoofer Box. Manufactures Suggested Retail Value ("MSRP") of vehicle is $29,995; Approximate Retail Value ("ARV") including installation of Sony Xplod $3,288. Total ARV of prize $33,283. Installation portion of prize for the Sony Xplod ("Installation") will be awarded in the form of a check. Winner will receive a check made out in his/her name in the amount of $520 towards the Installation. Odds of winning the prize depends on the total number of eligible Entries received. Vehicle awarded may differ from vehicle shown in promotional materials. Vehicle color and equipment will be determined by Sponsor, at its sole discretion. Winner will be responsible for all taxes (federal, state, local and/or income) and all expenses not listed, including but not limited to travel to and from the participating Ford dealership, related to acceptance and use of the vehicle Prize. Ford Motor Company will use all reasonable efforts, subject to availability, to deliver vehicle within 90 days of receipt of completed Affidavit/Release (referenced in paragraph 5 below). Sponsor not responsible for delays in delivery. Winner (or, if a resident of a jurisdiction that deems him/her to be a minor, his/her parent or legal guardian) must take delivery of prize vehicle within 30 days of notice of availability from Sponsor-selected dealer near winner's residence and must present a valid driver's license and evidence of insurance at time of delivery. Winner (or, if a resident of a jurisdiction that deems him/her to be a minor, his/her parent or legal guardian) will also be responsible for registration, license, and insurance fees, title, plates and insurance and cost of any available upgrade and/or optional equipment not provided with vehicle. No substitution, transfer or cash equivalent will be awarded for the prize, except that Sponsor, at its sole discretion, may substitute a prize of equal or greater value, whether due to prize unavailability, or for any reason. Prize notification information will be mailed within the 49 states of the U.S. and D.C. (excluding Florida) only. Any depictions of prize are for illustrative purposes only. Winner will receive an IRS Form 1099 from the Sponsor for the total ARV of the Prize (stated above) won in the calendar year the Prize was won.

4. Drawing and Notification of Winner: Potential winner will be randomly selected from all eligible Entries received in a drawing held on or about June 14, 2005 ("Drawing Date") by Sweepstakes Administrator, an independent judging organization. Potential winner (his/her parental/legal guardian if winner is a resident of a jurisdiction that deems him/her to be a minor) will be notified by mail, phone, and/or email within two (2) weeks of the Drawing Date. If potential winner cannot be reached after a reasonable effort has been exerted, he/she is found to be ineligible, he/she cannot or does not comply with these Official Rules, and/or if a prize or prize notification is returned as undeliverable, potential winner will be disqualified and, if applicable, an alternate potential winner will be selected at Sponsor's sole discretion.

5. General Conditions: This Sweepstakes is subject to these Official Rules and all federal, state and local laws and regulations (collectively "Rules and Laws"). If winner is a resident of a jurisdiction that deems him/her to be a minor, prize will be awarded to his/her parental/legal guardian. Potential winner (his/her parental/legal guardian if winner is a resident of a jurisdiction that deems him/her to be a minor) will be required to sign, execute, have notarized, and return an Affidavit of Eligibility, a Liability Release, a Publicity Release, and any other documentation that the Sweepstakes Administrator and/or Sponsor may require (collectively "Affidavit/Release"), within five (5) days after receipt or potential winner will be disqualified and an alternate potential winner may be selected at Sponsor's sole discretion. By returning a completed Affidavit/Release, winner attests to the provisions stated therein including compliance with these Official Rules. Once submitted, Entries and the corresponding Entry Information become the sole property of MTV Networks and will not be returned. Notwithstanding anything to the contrary in MTV Networks privacy policy located at www.mtv.com/sitewide/mtvinfo/privacy.jhtml, except where prohibited by law, entry and/or a winner's (his/her parental/legal guardian if winner is a resident of a jurisdiction that deems him/her to be a minor) acceptance of a prize constitutes permission of winner for Sponsor, MTV Networks, Ford to use, without notice or further compensation, worldwide, and in perpetuity, in any and all forms of media, now known and hereafter devised, including, without limitation, on the Web Site and on MTV's television show TRL, such winner's name, city, state, likeness, voice, biographical information and statements made by winner for purposes of advertising, trade, promotion and publicity. Additionally, if an entrant chooses to opt-in to a specific offer from a participating Sweepstakes Entity, his/her personal information will be subject to that Sweepstakes Entity's privacy policy and terms of service (if applicable) and such entrant agrees to receive additional email communication from that Sweepstakes Entity. Respective privacy policies of Sweepstakes Entities participating in opt-ins will be accessible from Sweepstakes entry page. Winner's name and contact information will be shared by MTV Networks with Hilltop New Media, Inc. and Ford Motor Company in order to contact winner for the purpose of fulfillment of the prize. Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of Sweepstakes or the Web Site or any Web page or Web banner ad related to Sweepstakes; to be acting in violation of the Official Rules; or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any person attempting to defraud or in any way tamper with Sweepstakes will be ineligible to win the prize and will be prosecuted to the full extent of the law. If, for any reason, Sweepstakes is not capable of running as originally planned, Sponsor, at its sole discretion, reserves the right to cancel, suspend or modify Sweepstakes thereof and conduct the drawing from all eligible Sweepstakes Entries received prior to and/or after (as appropriate) the action taken by Sponsor. In case of a dispute over the identity of an entrant who submitted the winning Entry online, the authorized account holder of the email address associated with that Entry will be deemed the entrant. The "authorized account holder" is deemed the natural person who is assigned to an email address by an Internet access provider, service provider or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted email address. Said entrant must comply with these Official Rules and, at Sponsor's sole discretion, may be required to provide proof of ownership of the email account.

6. Disclaimers: Sweepstakes Entities are not responsible or liable for Entries that are entered by other than human means (such as by an automated computer program or any non-human mechanism, entity, or device), or for Entries that are illegible, late, destroyed, lost, misplaced, stolen, misdirected, tampered with, incomplete, deleted, damaged or otherwise not in compliance with these Official Rules and all such Entries will be disqualified. By entering Sweepstakes, each entrant agrees and acknowledges to be bound by the Rules and Laws, as well as the decisions of Sweepstakes Administrator which are final and binding in all respects; to waive any rights to claim ambiguity with the Rules and Laws, and that Sweepstakes Entities shall have no responsibility or liability (including, but not limited to, liability for any property loss, damage, personal injury or death) in connection with: participation in Sweepstakes; typographical errors in Sweepstakes promotional material; use/misuse of a prize; shipping delays, if applicable, for the Prize; human error; incorrect or inaccurate transcription of Entry Information; any technical malfunctions of the telephone network, computer online system, computer dating mechanism, computer equipment, software, or internet service provider utilized by Sweepstakes; interruption or inability to access Sweepstakes, Web Site, or any online service via the internet due to hardware or software compatibility problems; any damage to entrant's (or any third person's) computer and/or its contents related to or resulting from any part of Sweepstakes; any lost/delayed data transmissions, omissions, interruptions, defects; and/or any other errors or malfunctions, even if caused by the negligence of one of the Sweepstakes Entities. Each entrant further agrees to indemnify and hold harmless Sweepstakes Entities from any and all liability resulting or arising from Sweepstakes, to release all rights to bring any claim, action or proceeding against Sweepstakes Entities, and hereby acknowledge that said Sweepstakes Entities have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to portions of prize. Except for the express standard vehicle limited warranties provided solely by Ford, winner releases Sweepstakes Entities from any and all liability/responsibility with respect to the Prize (including any property loss, damage, personal injury, or death). Sweepstakes Entities shall not be liable for any injury, damage, loss, expense, accident, delay, inconvenience or irregularity that may be caused or contributed to (1) by any wrongful, negligent or unauthorized act or omission on the part of the prize supplier or any of its agents, servants, employees or independent contractors, (2) by any wrongful, negligent or unauthorized act or omission on the part of any other person or entity not an employee of Sponsor, or (3) by any other cause, condition or event whatsoever beyond the control of Sponsor or its parents, subsidiaries and affiliated companies.

7. Rules/Winner's Name: For a copy of these Official Rules or winner's name, send a self-addressed, stamped envelope to: Drive For Power Sweepstakes, "Rules"/"Winner's Name" (specify which), P.O. Box 10901, Burbank, CA 91510. All requests must be received by August 1, 2005. The Official Rules will be accessible from the Web Site during the Sweepstakes Period. The Winner's Name may be posted on the Web Site.

8. Sponsor: Hilltop New Media, Inc., 3960 Ince Boulevard, Culver City, CA 90232.

9. Sweepstakes Administrator: Sullivan Compliance Company, P.O. Box 7398, Burbank, CA 91510-7398.

©2005 Skycastle Entertainment, Inc. All rights reserved.