MTV Sweepstakes

Title: MTV's "Live and Up-Close with AFI" Sweepstakes

NO PURCHASE NECESSARY.

To enter: The sweepstakes will be posted on MTV.com, a website owned and controlled by MTV Networks, a division of Viacom International, Inc. ("MTV") starting at or around 12:00PM (ET) on Wednesday, July 16, 2003 and ending at 12:00AM (ET) on Wednesday, August 6, 2003 (the "Sweepstakes"). Participants must fill out the required fields on the Sweepstakes entry form to be entered into a random drawing (collectively "Eligible Entries"). There will be one (1) grand prize winner (the "Grand Prize Winner") selected. Participants must complete all required data requested on the entry form. Incomplete or inaccurate entry forms are void. Limit one entry per person per day. 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. In the event of a dispute over who submitted an online entry such entry will be declared made by the authorized account holder of the email address submitted at the time of entry. An "authorized account holder" is defined as the natural person who is assigned to an email address by a telephone company, wireless service provider, Internet access provider, Internet service provider, or other organization (e.g. business, educational, government, institution, etc.) that is responsible for assigning email addresses. By entering, participants acknowledge compliance with these official rules including all eligibility requirements. MTV 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 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 MTV which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes or for any reason MTV deems it necessary, MTV reserves the right at their sole discretion to cancel, terminate, modify or suspend the Sweepstakes. Should the Sweepstakes 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.

Prizing: One (1) Grand Prize Winner will receive a prize (the "Grand Prize") including:

Roundtrip coach air transportation for Grand Prize Winner and one (1) guest (the "Guest") from a major US airport near Grand Prize Winner's residence of MTV's choice to a location to be determined (MTV reserves the right to substitute ground transportation for air transportation if the Grand Prize Winner resides within 150 miles of the location to be determined);
Two (2) night hotel accommodations for Grand Prize Winner and Guest(one room, double occupancy, room and tax only; meals, telephone calls and other incidentals not included);
Round trip ground transportation between airport and hotel and hotel/concert venue;
Two (2) tickets to an MTV taping with AFI on August 20, 2003.

The estimated retail value of the Grand Prize is $ 3,000.

The dates for prize fulfillment are between August 19, 2003 and August 21, 2003. Total approximate retail value of this Sweepstakes is $3,000. The actual retail value of this Sweepstakes depends on current existing market conditions at time of prize fulfillment. Dates and locations for prize fulfillment may be changed by MTV in its sole discretion. In the event Grand Prize Winner is unable to travel on such dates as determined by MTV, such Grand Prize Winner of MTV's "Live and Up-Close with AFI" Sweepstakes and all privilege as a Grand Prize Winner will immediately be terminated. An alternate winner may be selected instead from among all of the remaining Eligible Entries received. Some restrictions may apply.

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

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

The Grand Prize Winner will be chosen at random, from among all of the Eligible Entries received by MTV.com on or around August 7, 2003. DreamWorks Records and/or MTV will attempt to contact the potential Grand Prize Winner by phone or e-mail (MTVN will make up to three (3) attempts over a twenty-four-hour period. to contact the potential Grand Prize Winner by telephone). No messages will be left). Upon notification, each potential winner must call to confirm identity and eligibility, as instructed by MTVN within two (2) business days (Monday-Friday between the hours of 10:00AM (ET) and 6:00PM (ET). If any potential Grand Prize Winner is unreachable, or if there is no response from any potential Grand Prize Winner, an alternate potential Grand Prize Winner may be chosen, in MTV's sole discretion. If an alternate potential Grand Prize Winner is chosen, it will be selected randomly from the remaining Eligible Entries.

The specifics of all elements of any prize in the Sweepstakes shall be solely determined by MTV. Some restrictions may apply. No substitution, transfer of any prize (or any part of a prize package) or cash alternative permitted, except by MTV or DreamWorks Records 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 MTV, no cash will be awarded. Arrangements for the fulfillment of prizes will be made by DreamWorks Records. Grand Prize Winner and Guest must each sign (a) an affidavit of eligibility and release of MTV, CBS, Viacom International Inc., DreamWorks Records and their respective parent and affiliated companies and subsidiaries, 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 by law, 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 Sweepstakes constitutes the Grand Prize Winner's and Guest's agreement to sign such releases. The Grand Prize Winner must also complete, and require guest to complete, all legal documents and return them to MTV within two (2) working days after receipt of such documents. Noncompliance will result in disqualification of the Grand Prize Winner and an alternate winner may be selected from among all remaining Eligible Entries, in MTV's sole discretion. The receipt by any Grand Prize Winner of any of the prize components of this Sweepstakes is conditioned upon compliance with any and all federal, state and local rules and regulations. ANY VIOLATION OF THESE OFFICIAL RULES BY ANY GRAND PRIZE WINNER (AT MTV'S SOLE DISCRETION) WILL RESULT IN SUCH WINNER'S DISQUALIFICATION AS PRIZE WINNER OF MTV's "Live and Up-Close with AFI" SWEEPSTAKES AND ALL PRIVILEGES AS WINNER WILL BE IMMEDIATELY TERMINATED.

All taxes on the Grand Prize as well as any expenses which are not expressly described herein are the Grand Prize Winner's sole responsibility. Upon receipt of the prize, the Grand Prize Winner is required to comply with any and all applicable federal, state and local taxes that become due with respect to the Grand Prize.

Sweepstakes is open to MTV.com users who are residing citizens of the U.S. between 18 and 49 years of age at time of entry. Guest traveling with Grand Prize Winner must be at least 18 years of age at time of prize fulfillment. Grand Prize Winner and Guest are subject to proving eligibility, including verification of social security number. If Grand Prize Winner cannot furnish verifiable and valid proof of age within two business days after being notified of winning, an alternate winner may be chosen from among all remaining Eligible Entries received at MTV's sole discretion. Sweepstakes not open to employees and their immediate families of MTV, MTV Networks, Viacom International Inc., CBS, DreamWorks Records and their respective parent and affiliated companies and subsidiaries as well as any person who has won an MTV national contest or sweepstakes in the 2003 calendar year. VOID IN ALASKA AND HAWAII AND WHEREVER PROHIBITED OR RESTRICTED BY LAW. All entries become the property of MTV. Additional restrictions may apply.

All interpretations of the rules and decisions by MTV are final. MTV 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 SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, MTV 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 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 THOSE COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF THOSE COURTS.

For a copy of the winners list, send a self-addressed, stamped envelope to: MTV.com, Attn: Marketing and Promotions Department, "Live and Up-Close with AFI" Sweepstakes, 1515 Broadway, 24th Floor, New York, NY 10036. All requests must be received by September 30, 2003.

Prize Winners agree that MTV, MTV Networks, Viacom International Inc., CBS, DreamWorks Records and their respective subsidiaries, affiliates, related companies and employees shall have no liability in connection with acceptance or use of any of the prizes awarded herein.

This Sweepstakes is sponsored by MTV Networks, a division of Viacom International, Inc. and prizing is provided by DreamWorks Records.