1. NO PURCHASE NECESSARY TO ENTER OR WIN A PRIZE. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

2. Entry Period: The "VH1 Top 20 Text This Sweepstakes" (the "Promotion") commences at 12:00:00 AM (ET) on May 15, 2009 and ends at 11:59:59 PM (ET) on June 30, 2009 (the "Promotion Period"). All entries must be received by 11:59:59 PM (ET) on June 30, 2009.

3. 3. Promotion Overview: This Promotion is a sweepstakes consisting of individual weekly sweepstakes (each a "Weekly Sweepstakes") that take place during the Promotion Period. Each Weekly Sweepstakes will begin during each episode of the VH1 Top 20 Countdown Show (the "Show") aired during every week of the Promotion Period (check local listings for dates and air times). During the Show, viewers will be invited to enter the Weekly Sweepstakes for a chance to win a Weekly Prize (as hereinafter defined) by answering weekly Trivia Questions (as hereinafter defined). All viewers who respond to such an invitation (a "Promotional Spot Invitation") will have a chance to qualify to be entered into that week's Weekly Sweepstakes via either method of entry described in Section 5 below. One (1) winner will be randomly selected from all of the Eligible Entries (as hereinafter defined) actually received at the end of each Weekly Sweepstakes (each, a "Weekly Winner" or collectively, the "Weekly Winners").

4. Eligibility: This Promotion is open to legal residents of the 50 United States and District of Columbia. Entrants must be at least 16 years of age at time of entry. Entrants who have not yet reached the age of majority in the jurisdiction in which they reside must obtain parental/legal guardian consent in order to enter Promotion. Employees (and their immediate families, i.e., parents, spouse, children, siblings, grandparents, step parents, step children and step siblings) of MTV Networks, a division of Viacom International Inc. ("MTVN") and its affiliated companies, sponsors, subsidiaries, advertising agencies and third party fulfillment agencies and their respective agents, employees, officers, directors, successors and assigns (together with MTVN, the "Promotion Entities") are not eligible to enter Promotion. By participating in this Promotion, entrants: (a) agree to be bound by these Official Rules and by the interpretations of these Official Rules by MTVN, and by the decisions of MTVN, which are final in all matters relating to the Promotion; (b) release and hold harmless Promotion Entities and their respective agents, employees, officers, directors, successors and assigns, against any and all claims, injury or damage arising out of or relating to participation in this Promotion and/or use or misuse or redemption of a Weekly Prize; and (c) acknowledge compliance with these Official Rules. All federal, state and local laws and regulations apply.

5. To Enter:

(a) To Enter Via Text Messaging: Upon viewing the Promotional Spot Invitation, entrant can use his/her mobile phone to submit their entry by texting the keyword "TOP" or "20" to the shortcode 22422 (the "Text Message Entry") to initiate entry in the Weekly Sweepstakes and receive an exclusive MTVN wallpaper (the "Downloadable"). Once entrant has successfully sent the Text Message Entry, he/she will receive a multiple choice Trivia Question (as hereinafter defined) to answer along with instructions on how to download the Downloadable to his/her mobile phone. Each Downloadable has an approximate retail value ("ARV") of $0.99. Only entrants who send a Text Message Entry will receive a Downloadable. A premium text message charge of $0.99 (the "Premium Rate") will be charged for each Text Message Entry/Downloable. This charge will either appear on entrant's mobile phone bill or be deducted from entrant's prepaid balance.

There are a total of five (5) Trivia Questions dealing with the subject of popular music and music videos (the "Trivia Questions", each a "Trivia Question"), associated with each Weekly Sweepstakes. After entrant answers the first Trivia Question, they will automatically be sent another Trivia Question to answer, regardless if they answer the previous Trivia Question correctly or incorrectly. This process will repeat itself until the entrant either answers all five (5) Trivia Questions or until entrant decides to stop answering the Trivia Questions. If an entrant answers any Trivia Question incorrectly and/or chooses to stop answering the Trivia Questions they will be disqualified from that particular Weekly Sweepstakes. For clarity, only entrants who are eligible and answer all five (5) Trivia Questions correctly will be entered into the drawing for that particular Weekly Sweepstakes. However, Entrants may still qualify for entry into each Weekly Sweepstakes by using the Online method of entry described in Section 5(b) below. Entrant's mobile phone must have the capability to send/receive text messages and download mobile wallpapers. Standard text messaging rates apply to each text message sent and received. All mobile phone entries submitted in accordance with these Official Rules shall be hereinafter referred to as each, a "Mobile Entry" or collectively, the "Mobile Entries".

To enter via mobile phone, entrant must use one of the following participating mobile phone service providers: Alltel, ATT, Verizon Wireless, Virgin Mobile USA ("Mobile Service Providers"). Entrants should contact their Mobile Service Provider for pricing plans and service availability. MTVN is not responsible for charges entrants may incur as a result of any mobile phone transmissions. Mobile phone or text message service may not be available in all areas. MTVN may change Mobile Service Providers at any time and from time to time. MTVN reserves the right to add or delete the short code set forth in these Official Rules at any time and from time to time. Entrants are solely responsible for any and all fees and taxes incurred by the use of his/her mobile phone service, for text messages or otherwise, associated with participation in this Promotion.

(b) To Enter Online: NO PURCHASE/TEXT MESSAGE NECESSARY TO ENTER. Visit top20.vh1.com a website owned and controlled by MTVN (the "Website"), and complete all required fields on the online entry form as instructed. Entrants must also electronically acknowledge and agree to the terms of the Website's Privacy Policy and Terms of Use and submit the online form as requested. All online entries submitted in accordance with these Official Rules shall be hereinafter referred to as each, an "Online Entry" or collectively, the "Online Entries".

The Mobile Entries and Online Entries submitted in accordance with these Official Rules shall be collectively referred to hereinafter as each, an "Eligible Entry" or collectively, the "Eligible Entries" for that particular Weekly Sweepstakes drawing wherein the Weekly Winner will be randomly selected from among all of the Eligible Entries that entered that Weekly Sweepstakes via text messaging or online entry. The odds of winning will be determined by the total number of Eligible Entries received.

Entrants may enter as many times as they wish using either method of entry but there will be only ten (10) Downloadables offered during each Weekly Sweepstakes and entrants should check with their Mobile Service Provider regarding any restrictions. Entrants will be eligible to win only one (1) Weekly Prize (as hereinafter defined) throughout the Promotion Period. In the event of a dispute over who submitted a winning Mobile Entry or Online Entry, the authorized subscriber of the mobile phone or e-mail account, as applicable, used to participate in any Weekly Sweepstakes at the actual time of entry, will be deemed to be the entrant. The authorized account subscriber is defined for a Mobile Entry as the natural person whose name the mobile phone was issued to and to whom the services are billed, and the authorized account subscriber is defined for online entries as the natural person who is assigned an e-mail address by an Internet access provider, online service provider or other organization (e.g. business, education, institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. All entries become the property of MTVN and will not be acknowledged or returned

6. Weekly Winner Selection/Notification: One (1) Weekly Winner will be randomly selected by MTVN from the Eligible Entries received for each Weekly Sweepstakes throughout the Promotion Period. MTVN will make up to two (2) attempts over the 48 hour period following each Weekly Winner selection to contact the potential Weekly Winner via the mobile phone number associated with his/her Mobile Entry or the e-mail address provided on his/her Online Entry, whichever is applicable. If the potential Weekly Winner cannot be reached during the 48 hour period in which he/she is called (no messages will be left on answering machines or voicemail systems) or e-mailed, the potential Weekly Winner will be disqualified and an alternate Weekly Winner will be selected from among the remaining applicable Eligible Entries received. MTV reserves the right not to award any Weekly Prize if it determines, in its sole discretion, that an insufficient number of Eligible Entries were received during the Promotion Period

7. Weekly Winner Verification: Each potential Weekly Winner must prove eligibility, including, without limitation, proof of age and residence within three (3) days of being notified as a potential Weekly Winner. In the event of non-compliance by a potential Weekly Winner such potential Weekly Winner shall be disqualified and all privileges otherwise due as a Weekly Winner shall be terminated and an alternative potential Weekly Winner may be chosen from among all of the remaining applicable Eligible Entries received in MTVN's sole discretion. The Weekly Winner must sign (or, if a minor, his/her parent/legal guardian) within three (3) days of receipt of such documents from MTVN (or third party on its behalf, if applicable): (a) an affidavit of eligibility and release of Promotion Entities, from any and all liability, loss, claims, demands, and causes of action for personal injury and/or damage, theft, loss, or any other harm suffered in connection with this Promotion or the use/misuse or acceptance of any Weekly Prize or any portion thereof to be eligible for the Weekly Prizes and (b) except where prohibited by law, a promotional release granting Promotion Entities the right to use their name and likeness for advertising and publicity purposes without additional compensation. Entry into this Promotion constitutes agreement to sign such releases. Weekly Winner (or, if a Minor, his/her parent/legal guardian) also must acknowledge that Promotion Entities have not and will not obtain or provide insurance of any kind relating to the Weekly Prizes and that Weekly Winner will be responsible for obtaining and paying for any life, travel, accident, property or other form of insurance relating to the Weekly Prizes. Weekly Winner (or, if a Minor, his/her parent or legal guardian) must also complete any additional legal documents provided by MTVN (or third party on its behalf, if applicable) with respect to the Weekly Prizes and return them as instructed within the timeframe specified by MTVN (or third party on its behalf, if applicable) or Weekly Winner may forfeit Weekly Prizes at MTVN's sole discretion. All decisions of MTVN relating to the Promotion are final. MTVN expressly reserves the right to delay the announcement of the Weekly Winners for creative or technical reasons or for any other reason MTVN deems necessary.

8. Prizes: Each Weekly Winner will receive the following: One (1) year "Rhapsody to Go" subscription to the Rhapsody digital music service (the "Rhapsody Subscription"), One (1) Philips Streamium network music player (the "Music Player") and One (1) Philips GoGear Spark digital audio player (the "Audio Player") (make and model subject to change at MTVN's sole discretion) (the Rhapsody Subscription, the Music Player, and the Audio Player collectively the "Weekly Prize" or "Weekly Prizes"). The approximate retail value ("ARV") of each Weekly Prize is $534.00 and is subject to change based on current market conditions at time of Weekly Prize fulfillment. Any difference between the ARV and the actual value, if any, will not be rewarded. The dates for fulfillment of the Weekly Prizes will be on or around ten (10) days following Weekly Winner Selection and such dates are subject to change in MTVN's sole discretion.

9. General Weekly Prize Terms: Arrangements for fulfillment of the Weekly Prizes will be made by MTVN. All costs and expenses not specifically listed above, including, without limitation, any equipment to be used in connection with the Weekly Prizes are solely Weekly Winner's responsibility. The value of the Weekly Prizes may be taxable to Weekly Winner as income. Each Weekly Winner must supply MTVN with his/her social security number for tax purposes. IRS Form 1099s will be issued in the name of each Weekly Winner for the actual value of the Weekly Prize received. Upon entry into this Promotion, Weekly Winners (as well as all other entrants) are required to comply with any and all applicable federal, state, and local laws, rules, and regulations. All federal, state and local taxes, and any other costs not specifically provided for in these Official Rules are solely the Weekly Winner's responsibility. Promotion Entities shall have no responsibility or obligation to a Weekly Winner or potential Weekly Winner who is unable or unavailable to accept or utilize Weekly Prizes as described herein.

No substitution, transfer or cash equivalent of the Weekly Prizes or any portion thereof permitted, except by MTVN, in which case a prize of comparable or equal or greater value may be awarded.

10. General Terms: Noncompliance with any of these Official Rules may result in disqualification. ANY VIOLATION OF THESE OFFICIAL RULES BY A WEEKLY WINNER OR ANY BEHAVIOR BY A WEEKLY WINNER THAT WILL BRING SUCH WEEKLY WINNER OR MTVN INTO DISREPUTE (IN PROMOTION ENTITIES' SOLE DISCRETION) WILL RESULT IN SUCH WEEKLY WINNER'S DISQUALIFICATION AS A WEEKLY WINNER OF THE VH1 TOP 20 TEXT THIS SWEEPSTAKES AND ALL PRIVILEGES AS A WEEKLY WINNER WILL BE IMMEDIATELY TERMINATED

The Promotion Entities assume no responsibility for incorrect or inaccurate entry information whether caused by any of the equipment or programming associated with or utilized in this Promotion or by any human, mechanical or electronic error which may occur in the processing of the entries in this Promotion. The Promotion Entities are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or players on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including, without limitation, any injury or damage to participant's or any other person's computer or mobile phone related to or resulting from participation or downloading any materials or software in this Promotion. The Promotion Entities are not responsible for any typographical or other error in the printing of the offer, administration of this Promotion, errors in processing entries, identifying the Weekly Winners or in the announcement of the Weekly Prizes and Weekly Winners. If, for any reason, this Promotion is not capable of running as planned, including, without limitation, changes in MTVN's on-air programming, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Promotion Entities which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Promotion, MTVN reserves the right in its sole discretion to cancel, terminate, modify or suspend this Promotion. Should this Promotion be terminated prior to the stated expiration date, notice will be posted on top20.vh1.com during the Promotion Period and the Weekly Prizes may be awarded to Weekly Winners to be selected from among all applicable Eligible Entries received up until and or after (if applicable) the time of modification, cancellation or termination or in a manner that is fair and equitable as determined by MTVN. All interpretations of these Official Rules and decisions by MTVN are final. No software-generated, robotic, programmed, script, macro or other automated online or text message entries are permitted and will result in disqualification of all such entries. MTVN reserves the right in its sole discretion to disqualify any individual they suspect or find (a) to have used a software generated, robotic, programmed, script, macro or other automated online or text message entry, (b) to have tampered with the entry process or the operation of this Promotion, (c) to be acting in violation of these Official Rules, (d) to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person, or (e) to have provided inaccurate information on any legal documents submitted in connection with this Promotion. CAUTION: ANY ATTEMPT BY ANY INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, PROMOTION ENTITIES RESERVE 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 CONTROVERSIES REGARDING THIS PROMOTION AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS PROMOTION. EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THESE COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF THOSE COURTS. Entrants agree to indemnify and hold harmless the Promotion Entities from any and all liability resulting or arising from this Promotion, to release all rights to bring any claim, action or proceeding against the Promotion Entities, and hereby acknowledge that Promotion 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 the Weekly Prizes, including express warranties provided exclusively by a prize supplier that are sent along with the Weekly Prizes.

11. Request for Names of Weekly Winners and Official Rules:
For the names of the Weekly Winners and/or Official Rules, send a self-addressed stamped envelope to

MTV Networks
"VH1 Top 20 Text This Sweepstakes"
1515 Broadway
New York, NY 10036

All requests for a copy of the Official Rules and for the names of the Weekly Winners must be made by July 30, 2009. Please note on the front left- hand corner of your outer envelope whether you are requesting "Official Rules" or the names of the "Weekly Winners". Vermont residents may omit return postage if requesting a set of Official Rules.

12. Sponsor: This Promotion is sponsored by MTV Networks, a division of Viacom International Inc., 1515 Broadway, New York, NY 10036.