Rules

VH1's "THE TRACK WITH FLAVOR FLAV" Contest
OFFICIAL RULES

1. NO PURCHASE NECESSARY TO ENTER. Contest is open to legal United States residents residing in the 50 United States (including the District of Columbia) U.S. who are 21 years of age and older at time of entry. Winner and finalists are subject to proving eligibility, including verification of social security number and Grand Prize Winner is further subject to possessing a valid, government-issued photographic identification at the time of prize fulfillment. If any winner or finalist cannot furnish verifiable and valid proof of age within 48 hours after being notified as a finalist or a winner, an alternate winner or finalist may be chosen from among all remaining Eligible Entries received, in MTV Networks', a division of Viacom International, Inc., ("MTVN") sole discretion. At time of entry and during the course of the Contest, all entrants must be amateur artists (i.e., cannot have a record deal and/or distribution deal with any U.S. record label - i.e. a label affiliated with Warner Music Group, Sony/BMG/Universal Music Group or EMI Recorded Music) and must not be under any other third party agreement with a production company, publishing company, or any other third party which might interfere with such entrant's participation in this Contest and/or receipt of the prizes awarded. MTVN reserves the right in their sole discretion to disqualify any entrant who is under a third party agreement which MTVN deems contradictory to the amateur nature of this Contest. Contest is not open to employees and their immediate families of MTVN, Viacom International Inc., and any other participating sponsors, their affiliated companies and subsidiaries as well as any person who has won an MTVN national contest or sweepstakes in the twelve (12)-month period preceding entry into this Contest. VOID WHEREVER PROHIBITED OR RESTRICTED BY LAW. All entries become the property of MTVN.

2. CONTEST PERIOD: VH1's "THE TRACK WITH FLAVOR FLAV" Contest" (the "Contest") The contest rules will be posted on thetrack.flavorofloveworld.com, a website owned by MTVN (the "Website") starting at or around 12:00 PM (ET) February 14, 2008 and ending at 12:00 PM (ET) March 13, 2008 (the "Contest Period"). All entries must be received by MTVN by 12:00 PM (ET) August 20, 2007. Proof that you have uploaded an entry to enter does not constitute proof or evidence that we actually received it within the Contest Period.

3. TO ENTER: Between 12:00 PM (ET) February 14, 2008 and 12:00 PM (ET) March 13, 2008, entrants can log on to the Website and upload an original, individual, representative audio track of hip hop music. The submitted track should be sixty (:60) seconds in length. If any submitted track exceeds sixty (:60) seconds in length, only the first sixty (:60) seconds of the track will be considered (the "Audio Entry"). Any collective group or band entries shall not be considered. The acceptable uploading file format is MP3. Any Audio Entry incorporating any lyrics, vocals, any unoriginal music or beats, or any copyrighted material shall be disqualified. Entrants must fill out all the required fields on the Contest entry page to be entered into the Contest including without limitation, electronically agreeing to the terms of use of the MTVN Privacy Policy, Terms of Use and User Content Submission Agreement. Incomplete or inaccurate entry forms are void. Entrants will be able to create an account on the Contest entry page on the Website and will be able to submit unlimited Audio Entries for consideration into the Contest. Entrants will be required to electronically agree to the terms of the User Content Submission Agreement for each Audio Entry entered into the Contest. Duplicate Audio Entries submitted by any entrant on the Website shall be disqualified. The Audio Entries submitted in accordance with these Official Rules shall be collectively known as the "Eligible Entries". Submissions that are not the original work of the entrant or incomplete will not be accepted. Furthermore, submissions which do not adhere to the following programming guidelines will not be accepted:

(a) Audio Entries containing any lyrics or vocals whatsoever

(b) Audio Entries containing any unoriginal music, containing samples, or any copyrighted material

(c) Audio Entries containing obscene, crude, vulgar or offensive content and/or any content expressing explicit, graphic or excessive sexual activity

(d) Audio Entries containing content that is or could be considered inappropriate, unsuitable or offensive, as determined by MTVN, in its sole discretion

MTVN reserves the right to reject any Audio Entry that it deems, in its sole discretion, to violate any of the policies of MTVN's "Standards and Practices Guidelines". MTVN may modify or edit any Audio Entry or request submitters to do so, so that the Audio Entry meets such guidelines.

MTVN shall have the sole and exclusive right to exploit the Audio Entry, and to license others to do so, in its sole discretion, in whole or in part, in all media, now known or hereafter devised, throughout the world in perpetuity, with the right to use, alter and modify the Audio in any manner that MTVN may determine. By submitting the Audio Entry, entrants warrant that the Audio Entry, and all elements contained therein, are original with entrant, or have been fully cleared by entrant and that neither the Audio Entry, nor MTVN's uses thereof will infringe on any rights or trademarks of any person or entity. Entrants furthermore confirm that, to the best of their knowledge, any statements made in connection with the Video Entry will be true and not violate or infringe on any third party's rights. Notwithstanding any contrary to the foregoing, MTVN acquires no title or ownership rights in or to any Audio Entry submitted in connection with this Contest and nothing in these Official Rules conveys to MTVN any ownership rights in any Audio Entry submitted.

MTVN and each of their respective affiliates, subsidiaries, respective directors, officers, employees and agents are 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, any human error which may occur in the processing of the entries in the Contest, or combination thereof, including injury or damage to participants or to any other person's computer related to or resulting from participating, uploading, or downloading materials in this Contest. If, for any reason, the Contest cannot be run 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 the Website www.vh1.com.

4. VOTING PERIOD I/FINALISTS SELECTION/NOTIFICATION: Between 12:00 PM (ET) March 13, 2008 through 12:00 PM (ET) March 24, 2008 (the "First Voting Period") contestants may upload "Why I Should Win" videos to supplement their Eligible Entries. Three (3) finalists (each a "Finalist") will be selected from the Eligible Entries received from the official judging panel comprised of representatives of MTVN and possibly notable music executives from the hip hop industry (the "Judges") based on the judging criteria set forth in Paragraph 7 below. MTVN will notify the three (3) Finalists by phone. MTVN shall make three (3) attempts to contact each potential Finalist during one business day. The potential Finalist must contact MTVN within twenty-four (24) hours of being notified of winning. If there is no response from a potential Finalist, or if at any time during the course of the Contest, a selected Finalist fails to comply with the Contest Rules, an alternate Finalist will be chosen from the remaining Eligible Entries in MTVN's sole discretion.

5. VOTING PERIOD II: Between 12:00 PM (ET) March 24, 2008 through 12:00 PM (ET) March 31, 2008 (the "Second Voting Period"), Finalists' Audio Entries shall be subject to voting from VH1.com users on the Website. During the Voting Period, VH1.com users will be invited to vote to indicate their preference for the Finalists' Audio Entries they believe merit award of the Grand Prize Winner. Preferences indicated by voting in the Contest are not binding on Judges, but Judges will consider and take the online voting into account in their deliberations. The Judges will determine the Grand Prize Winner on the basis of the Judging Criteria as determined by MTVN, the merits of the Eligible Entries of the Finalists, and any other requested relevant information submitted during the entry and participation process by the Finalists which assists the judges in properly evaluating the Finalists. The determination of the Judges shall be final and binding on all Finalists and the Grand Prize Winner for all purposes.

6. GRAND PRIZE WINNER SELECTION/NOTIFICATION: The Grand Prize Winner will be selected and announced on or around April 1, 2008. The Grand Prize Winner will be selected from the three (3) Finalists as determined by the Judging panel and online votes. MTVN will notify the Grand Prize Winner by phone. The Grand Prize Winner must contact MTVN within twenty-four (24) hours of being notified of winning. If there is no response from the potential Grand Prize Winner, or if at any time during the course of the Contest, the selected Grand Prize Winner fails to comply with the Contest Rules, an alternate Grand Prize Winner will be chosen from the remaining Finalists in MTVN's sole discretion. MTVN reserves the right to delay the announcement of the Grand Prize Winner in its sole discretion.

7. JUDGING CRITERIA: The Judges will select the Finalists and the Grand Prize Winner based on style (50%) and originality (50%). All decisions of the Judges are final. In the event of a tie or dispute or for any other reason that MTVN deems necessary, the final winner determination shall be made by MTVN. To the extent permitted by law, MTVN and the Judges disclaim any liability from, and entrants, whether or not a Finalist or Grand Prize Winner, agree to waive, any claims against MTVN and the Judges relating to the judging or awarding process. MTVN and the judging panel reserve the right to extend the Contest Period or not to award the Grand Prizes if they determine, in their sole discretion, that entries received did not meet the qualification standards based on judging criteria.

8. PRIZING: "VH1's THE TRACK WITH FLAVOR FLAV Contest" will award one (1) Grand Prize package ("Grand Prize") as follows:

Grand Prize: The Grand Prize Winner will be awarded the Grand Prize as follows:

a. Roundtrip air transportation to Los Angeles, CA (tentatively scheduled to occur in April 2008 in MTVN's sole discretion) to record and produce the winning Audio Entry with Flavor Flav (or other notable music industry producer**) (MTVN shall reserve the right to substitute air transportation for ground transportation if Grand Prize winner resides within 150 miles of Los Angeles, CA).The Grand Prize Winner and producer will produce the winning Audio Entry into a full a length track for inclusion in VH1 programming (ARV $ 1000.00)

** Selection of producer to be determined by MTVN. Grand Prize Winner acknowledges and agrees that such meeting does not guarantee a record or distribution deal. MTVN and the selected producer shall not be under any obligation to further develop or use the Grand Prize Winner's Audio Entry or any of the ideas or concepts discussed in connection therewith beyond what is offered in this Grand Prize package.

b. Hotel accommodations in Los Angeles, CA (room and tax only) (ARV $800.00)

c. Five Hundred Dollars ($500) spending money

d. Grand Prize Winner's produced track will be featured in on-air promos for the Show as well as in the actual Show.

The total approximate retail value of the Contest is $ 2,300.00.

The tentative dates for all prize fulfillments are April 2008 through May 2008 and are subject to change at MTVN's sole discretion. The total approximate retail value of this Contest is $2,300.00. The actual retail value of this Contest depends on current existing market conditions at time of prize fulfillment. Grand Prize Winner must possess valid passport/travel documents at the time of travel. Grand Prize Winner must be available to travel on the dates selected by MTVN or forfeit prize. In the event the Grand Prize Winner is unable to travel on such dates as determined by MTVN, Grand Prize Winner of the Contest and all privileges as a Grand Prize Winner will immediately be terminated. An alternate Grand Prize Winner may be selected instead from among all of the remaining Eligible Entries received in MTVN's sole discretion. Any expenses which are not expressly set forth in these Official Rules are Grand Prize Winner's and Finalists' sole responsibility.

9. The specifics of all elements of any prize in the Contest shall be solely determined by MTVN. Some restrictions 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. Arrangements for the fulfillment of prizes will be made by MTVN. . The Grand Prize Winner and Finalists must sign (a) an affidavit of eligibility and release of MTVN, and Viacom International Inc., 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 and; (c) MTVN's User Submission Content Agreement and a MTVN Guest Release (as needed); entry into this Contest constitutes Grand Prize Winner's and Finalists' agreement to sign such releases. Grand Prize Winner and Finalists must also complete, all legal documents and return them to MTVN within two (2) working days after receipt of such documents. Noncompliance will result in disqualification of the Grand Prize Winner or Finalist and an alternate Grand Prize Winner or Finalist may be selected from among all remaining Eligible Entries, in MTVN's sole discretion. The receipt by any winner or finalist 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 VH1's "THE TRACK WITH FLAVOR FLAV" Contest AND ALL PRIVILEGES AS GRAND PRIZE WINNER or FINALIST WILL BE IMMEDIATELY TERMINATED.

10. (a) Past experience has confirmed that contests and other competitions generate substantially similar submissions or entries which closely resemble concepts and ideas that have been independently developed by MTVN before or after the Contest. Accordingly, entrants may subsequently see an MTVN presentation which seemingly incorporates an idea or concept or includes materials similar to that contained in their Submissions. Any similarity is purely coincidental and unavoidable in light of the volume of ideas which MTVN routinely considers in the course of its program development. Because of this possibility, entrants hereby agree to submit their Submissions under the following terms and conditions: (i) that MTVN may use any ideas, concepts, material, in whole or in part, contained in a Submission; (ii) that all materials submitted become the property of MTVN and will not be returned; (iii) that all materials submitted are free from any lien or claim by anyone, including, but not limited to any union, guild or performance rights society; (iv) Entrants have obtained all rights, permissions and licenses necessary to use the Submissions for any purpose; (v) that no Submission, or any part thereof, infringes any trademark or copyright or otherwise violates anyone's right of privacy or publicity; (vi) by submitting an Audio Entry, entrants consent to MTVN exhibiting such entry in all media, now known or hereafter devised; and (vii) entrants indemnify and hold harmless Viacom International Inc., and MTVN, from any claims, suits, losses damages and expenses (including reasonable attorneys' fees) that arise from any breach of the following conditions. All entrants agree to the foregoing and in addition agree to obtain, upon request of MTVN, any documentation and releases necessary to prove their unrestricted ownership in all materials contained in their Submission and their right to use such materials without limitation for any purpose. They further agree, if chosen as Finalist or Grand Prize Winner, to assign all right, title and interest in all material and agree to sign such documentation as is necessary to formalize this assignment.

(b) Notwithstanding the foregoing, entrants agree that their Submission may be used by MTVN in whole or in part for any purpose whatsoever without any compensation.

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

12. 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; 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, VH1 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 CONTESTS. EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THOSE COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF THOSE COURTS.

13. For a copy of the winners list, send a self addressed stamped envelope to:

VH1
1515 Broadway, 8th Floor
New York, NY 10036
Attention: "THE TRACK WITH FLAVOR FLAV" Contest

Vermont residents may omit postage. All requests must be received by June 1, 2008. Please note on the front left hand corner of your outer envelope that you are requesting the name of the "Winner".

14. Grand Prize Winner and Finalists agree that MTV Networks, Viacom International Inc., their subsidiaries, affiliates, related companies and employees shall have no liability in connection with acceptance or use of any of the prizes awarded herein.

15. This Contest is sponsored by MTV Networks with an address at 1515 Broadway, New York, NY 10036.