"MTV's PAINT THE TOWN PINK 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 Paint The Town Pink Sweepstakes" (the "Sweepstakes") commences at 6:00 a.m. (EST) on May 13, 2002 and ends at 10:00 a.m. (EST) on June 3, 2002. All entries must be received by 10:00 a.m. (EST) on June 3, 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 May 13, 2002 and ending at 10:00 a.m. (EST) on June 3, 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 May 13, 2002 and 10:00 a.m. (EST) on June 3, 2002. Limit one (1) entry per person or household per day. If an entrant uses multiple e-mail addresses to submit 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. Important: In order to enter, you must have an active online account on or before May 12, 2002.

4. Winner Selection: One (1) grand prize winner (the "Grand Prize Winner") and one hundred (100) first prize winners (each a "First Prize Winner") will be awarded, from among all of the Eligible Entries received, on or about June 5, 2002. The odds of winning will be determined by the total number of Eligible Entries received.

5. Prizing: Grand Prize - One (1) Grand Prize (the "Grand Prize") will be awarded consisting of (a) roundtrip coach air transportation for Grand Prize Winner and (3) guests (each a "Guest"), from an airport of MTVN's choice near Grand Prize Winner's residence, in MTVN's sole discretion, to Vancouver, Canada (the "Location City"). MTVN reserves the right to substitute coach air transportation with ground transportation if Grand Prize Winner lives within 150 miles of the Location City area or otherwise determined by MTVN; (b) hotel accommodations in Location City for three (3) days/two (2) nights (room and tax only based on two rooms with double occupancy, meals, telephone calls and other incidentals not included), and subject to change in MTVN's sole discretion; (c) roundtrip airport transfers to and from the hotel in Location City; (d) four (4) concert tickets and backstage passes to Pink's (the "Artist") performance in Location City for Grand Prize Winner and his/her Guests; (e) a select amount of time with the Artist after the concert, as determined in MTVN's sole discretion and subject to Artist's availability; (f) ten-thousand dollars ($10,000) cash for Grand Prize Winner; (g) up to three (3) hours of shopping with the Artist's Stylist, as determined in MTVN's sole discretion and subject to Stylist's availability, for a shopping spree in Location City. The tentative dates for the Grand Prize package fulfillment will be between June 18 - 20, 2002 and are subject to change at MTVN's sole discretion. The total approximate retail value (the "ARV") of the Grand Prize package is $14,100. The Grand Prize may not be substituted for cash. 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.

First Prize (s) - One hundred (100) first prize packages ("First Prize(s)") will be awarded. Each of the one-hundred (100) First Prize packages will consist of limited edition MTV's Paint the Town Pink Sweepstakes premiums, as determined in MTVN's sole discretion. The ARV of each First Prize is $100. Any one of the one hundred First Prizes may not be substituted for cash. No other prizes will be awarded. The delivery of each First Prize will be within three (3) months of the end of the Sweepstakes by MTVN.

The total ARV of this Sweepstakes is $24,100. Such ARV of the Grand Prize and First Prizes are subject to change based on the current market conditions at the time of each prize fulfillment.

6. Eligibility: Sweepstakes is open to legal residents of the continental U.S. who are 18 years of age or older at time of entry and have an active online account on or before May 12, 2002. All Guests must be at least 18 years of age at time of prize fulfillment. Grand Prize Winner and his/her Guests must have a valid U.S. passport or original birth certificate and government-issued photo I.D. prior to the date of departure. VOID IN ALASKA, HAWAII AND WHEREVER PROHIBITED OR RESTRICTED BY LAW. Employees of Viacom International, Inc., MTVN, Columbia Broadcasting System ("CBS"), Arista Records, the Artist, Lindsay Scott Management, 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"), by the decisions of the judges, which are final in all matters relating to this Sweepstakes and acknowledge compliance with these Official Rules.

7. Over the 48 hour period following the drawing, MTVN will make a minimum of two (2) attempts to reach the potential ("Potential") Grand Prize Winner via telephone at the phone number(s) provided on the entry form. If the Potential Grand Prize Winner cannot be reached during the 48 hours in which he or she is called (no messages will be left on answering machines or voicemail systems) such Grand Prize Winner will be disqualified and an alternate winner may be selected at random from among all of the remaining Eligible Entries. Any Potential Grand Prize Winner must prove eligibility, including verification of age and residence within three (3) days of attempted notification. In the event of non-compliance, such Potential Grand Prize Winner shall be disqualified as the Grand Prize Winner and all rights of being such Grand Prize Winner shall be terminated and an alternate winner may be chosen from among all of the remaining Eligible Entries received in MTVN's sole discretion. After the Grand Prize Winner (or alternate winner, if applicable) is chosen, the one hundred (100) First Prize Winners will be chosen at random from among all of the remaining Eligible Entries. If any potential First Prize Winner is unreachable during the 48 hours in which he or she is called (a minimum of two (2) attempts will be made and no messages will be left on answering machines or voicemail systems) such potential First Prize Winner will be disqualified as First Prize Winner of the Sweepstakes and all privileges as a First Prize Winner will immediately be terminated. An alternate winner may be selected instead from among all of the remaining Eligible Entries. Any Potential Prize Winner and his/her Guests, 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 any 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. Entry into this Sweepstakes constitutes Prize Winner's and his/her respective Guests' agreement to sign such releases. A Prize Winner must also complete, and require Guests to complete, any additional legal documents provided by sponsors with respect to the Prizes and return them to MTVN within three (3) days after receipt of such documents. Noncompliance may result in disqualification. ANY VIOLATION OF THESE OFFICIAL RULES BY PRIZE WINNERS (AT MTVN's SOLE DISCRETION) WILL RESULT IN PRIZE WINNER'S DISQUALIFICATION AS SUCH PRIZE WINNER OF MTV's "PAINT THE TOWN PINK" SWEEPSTAKES AND ALL PRIVILEGES AS PRIZE WINNER WILL BE IMMEDIATELY TERMINATED. Upon receipt of the any Prize, Prize Winner is required to comply with any and all applicable federal, state and local laws, rules and regulations. The value of the Prize may be taxable as income and Prize Winner is solely responsible for all matters relating to the Prize, including, but not limited to all applicable federal, state and local taxes that become due with respect to the Prize.

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. MTVN and 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 Artist's concert date or the Artist's availability, 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 the rules and 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 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, 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. For the name of the Prize Winners and/or Official Rules, send a self addressed stamped envelope to:

MTV's "Paint The Town Pink" Sweepstakes

1515 Broadway, 25th Floor

New York, N.Y. 10036

Attn: National Promotion Department

All requests must be received by July 3, 2002. Please note on the front left hand corner of your outer envelope whether you are requesting "Rules" or the name of the "Winners". 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.