MTV's "Bangin' the Charts" Contest

1. No purchase necessary.

2. To enter: The Contest, which will be administered weekly will be posted on MTV.com, a website owned and controlled by MTV Networks, a division of Viacom International Inc. ("MTVN") starting on or around 11:00AM (ET) February 13th, 2002" and ends on or around 11:59PM (ET) May 28th, 2002. (the "Contest"). Participants must fill out the required fields on the Contest entry form, including identifying their predictions for the upcoming week's top 5 albums, in order (as determined by Billboard). Completed entries with the top 5 albums correctly identified will be entered into a random drawing (collectively "Eligible Entries"). There will be one (1) grand prize winner (the "Grand Prize Winner") selected each week until the final week of the Contest. Participants must complete all required data requested on the entry form. Incomplete or inaccurate entry forms are void. Eligible Entries for each week's drawing must be received by 10:59AM (ET) on Wednesday of such week. Limit one entry per person per day but limit one prize per person. If an entrant uses multiple e-mail addresses to submit more than one online entry for a given day, only the first online entry for that day will count. By entering, participants acknowledge compliance with these official rules including all eligibility requirements. MTVN is not responsible for any problems or technical malfunctions of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of email or players 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 Contest. If, for any reason, the Contest 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 MTVN which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Contest or for any reason MTVN deems it necessary, MTVN reserves the right at their sole discretion to cancel, terminate, modify or suspend the Contest. Should the Contest be terminated prior to the stated expiration date, notice will be posted on MTV.com. Entries that have been tampered with or altered are void. In the event of a dispute over who submitted the winning entry, the holder of the winning email account will be declared the winner.

3. Prizing: Each week for the duration of the Contest, one Grand Prize Winner will receive a prize including:

· CD's of the top five albums for the week, as correctly predicted by the Grand Prize Winner and as confirmed on Billboard's Top 200 Album Chart

The estimated retail value of the each Grand Prize is $75

The tentative dates for prize fulfillment are between November 14, 2001 and January 7, 2002 _ and are subject to change at MTVN's sole discretion. Total approximate retail value of this Contest is $600. The actual retail value of this Contest depends on current existing market conditions at time of prize fulfillment Some restrictions may apply.

4. Odds of winning will be determined by the total number of eligible entries received.

5. By participating in this Contest, entrants agree to be bound by these rules and by the decisions of MTVN which are final in all matters relating to this Contest.

6. The Grand Prize Winners will be chosen at random, from among all of the Eligible Entries received, by MTV News "Bangin' the Charts" staff members on MTVN's behalf once a week for the duration of the Contest beginning on or around November 14, 2001 MTV News "Bangin' the Charts" Staff and/or MTVN will be contacting each Grand Prize Winner by email. Upon notification, each potential Grand Prize Winner must call the phone number provided to confirm identity and eligibility within two (2) working days. If any potential Grand Prize Winner(s) is unreachable, or if there is no response from any potential Grand Prize Winner(s), an alternate winner(s) may be chosen, in MTVN's sole discretion. If an alternate winner is chosen, it will be selected randomly from the remaining Eligible Entries.

7. The specifics of all elements of any prize in the Contest shall be solely determined by MTVN. Some restriction may apply. No substitution, transfer of any prize (or any part of a prize package) or cash alternative permitted, except by MTVN due to prize unavailability at time of award in which case a prize of equal or greater value will be awarded. Unless specified otherwise by MTVN, no cash will be awarded. Arrangements for the fulfillment of prizes will be made by MTVN. Each Grand Prize Winner must sign (a) an affidavit of eligibility and release of MTV Networks, Columbia Broadcasting System (CBS), Viacom International Inc. and from any and all liability, claims, demands, and causes of action for personal injury and/or damage, theft, or loss suffered in connection with this promotion or the use or acceptance of the prize or any portion thereof to be eligible for the prizes; and (b) where permitted, a promotional release granting the right to use his or her name and likeness for advertising and publicity purposes without additional compensation; entry into this Contest constitutes each Grand Prize Winner's agreement to sign such release. Each Grand Prize Winner must also complete all legal documents and return them to MTVN within three (3) working days after receipt of such documents. Noncompliance will result in disqualification of such Grand Prize Winner and an alternate winner may be selected from among all remaining eligible entries, in MTVN's sole discretion. The receipt by any winner of any of the prize components of this Contest is conditioned upon compliance with any and all federal, state and local rules and regulations. ANY VIOLATION OF THESE OFFICIAL RULES BY ANY WINNER (AT MTVN'S SOLE DISCRETION) WILL RESULT IN SUCH WINNER'S DISQUALIFICATION AS WINNER OF "MTV's BANGIN' THE CHARTS CONTEST AND ALL PRIVILEGES AS WINNER WILL BE IMMEDIATELY TERMINATED.

8. The value of the prize(s) may be taxable as income. Upon receipt of any prize, each Grand Prize Winner is required to comply with any and all applicable federal, state and local tax that becomes due with respect to the prize(s).

9. Contest is open to MTV.com users who are residing citizens of the U.S. at least 13 years of age or older who have an active online account as of November 6, 2001. If any Grand Prize Winner is under the age of 18, the prize will be awarded to his/her parent or legal guardian. Grand Prize Winners are subject to proving eligibility, including verification of social security number. If winners cannot furnish verifiable and valid proof of age within 48 hours after being notified of winning, an alternate winner may be chosen from among all remaining eligible entries received, in MTVN's sole discretion. Contest not open to employees and their immediate families of MTV Networks, Viacom International Inc., Columbia Broadcasting System (CBS), affiliated companies and subsidiaries as well as any person who has won an MTV Networks or MTVi Group, L.P. national contest or sweepstakes in the 2001 calendar year. Grand Prize Winners subject to proving eligibility. VOID WHEREVER PROHIBITED OR RESTRICTED BY LAW. All entries become the property of MTVN. Additional restrictions may apply.

10. All interpretations of the rules and decisions by MTVN are final. MTVN reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the game 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 CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, MTVN RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. THE NEW YORK COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY OF THE CONTROVERSY REGARDING THE CONTEST AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE CONTEST. EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THOSE COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF THOSE COURTS.

11. For a copy of the winners list, send a SASE to: MTV News, Bangin' the Charts 1515 Broadway, 29th Floor, New York, NY 10003. All requests must be received by December 31, 2001.

12. Winners agree that MTV Networks, Viacom International Inc., Columbia Broadcasting System (CBS), their subsidiaries, affiliates, related companies and employees shall have no liability in connection with acceptance or use of any of the prizes awarded herein.

13. This Contest is sponsored by MTV: Music Television