VH1 VSPOT TOP 20 COUNTDOWN SWEEPSTAKES
OFFICIAL RULES

1. NO PURCHASE NECESSARY TO ENTER OR WIN A PRIZE. ENTRY IN THIS SWEEPSTAKES CONSTITUTES YOUR ACCEPTANCE OF THESE OFFICIAL RULES. MUST BE 18 YEARS OR OLDER TO ENTER.

2. ENTRY PERIOD: "The VSPOT Top 20 Countdown Sweepstakes" commences on or around 8:00 AM (ET) October 14, 2006 and ends on or around 11:59 PM (ET) December 2, 2006 (the "Promotion Period"). All entries must be received by December 2, 2006.

3. TO ENTER: Entrants may enter the Sweepstakes by logging on to www.vh1.com (the "Web Site"), a web site owned and controlled by MTV Networks ("MTVN") during the Promotion Period. Each week during the Promotion Period, entrants can select and rate twenty (20) songs (from #1 to #20) from a song list as provided by VH1 online. Entrants may add one (1) wild card song entry that is not featured on the VH1 song list. Once selection of songs is complete, entrants can opt-in to submit song list entry into the Sweepstakes ("Entry"). Entries submitted in accordance with these Official Rules shall be hereinafter referred to as the "Eligible Entries". All Eligible Entries that correctly correspond with the top three (3) videos on the VSPOT Top 20 Countdown List as broadcast weekly on VH1 (Saturdays 9:00 AM- 11:00 AM EST, Broadcast schedule is subject to change at the sole discretion of VH1) and VH1's VSPOT will be entered into the weekly prize and grand prize random drawings for a chance to win the prizes as described below. During the Promotion Period there will be twenty (20) weekly prize winners (the "Weekly Prize Winners") and one (1) grand prize winner (the "Grand Prize Winner"). In the event MTVN does not receive the twenty (20) Eligible Entries that correctly correspond with the top three (3) videos on the VSPOT Top 20 Countdown in any week during the Promotion Period, MTVN reserves the right, in its’ sole discretion, to conduct a random drawing from the remaining Eligible Entries to obtain the twenty (20) Weekly Prize Winners. The deadline for entry for the weekly prize drawings is each Saturday at 8:59 AM (ET) during the Promotion Period. The deadline for entry for the grand prize drawing is December 2, 2006 at 9:00 AM (ET). All Weekly Prize Winners during the Promotion Period will be submitted into the grand prize drawing. All entries become property of MTVN. Entrants must complete all required data requested on the Sweepstakes entry form. By entering, entrants acknowledge compliance with these official rules including all eligibility requirements. MTV Networks ("MTVN"), any and all participating Sponsors in connection with this Sweepstakes (the "Sponsors") and 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 website or combination thereof, including injury or damage to participants or to any other person's computer or wireless device 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 MTVN which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes or for any reason MTVN deems it necessary, MTVN 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 www.vh1.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. An "authorized account holder" is defined as the natural person who is assigned to a telephone number, pager number or 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 telephone numbers, pager numbers, wireless phone numbers, email addresses, for the telephone exchange associated with the submitted telephone or pager number or the domain associated with the submitted telephone, pager number or email address, as applicable.

4. WINNERS' SELECTION AND NOTIFICATION: Each week during the Promotion Period twenty (20) Weekly Prize Winners will be randomly selected from the Eligible Entries received. The weekly prize drawings will be held on or around three (3) days after the broadcast of VSPOT Top 20 Countdown on VH1 and on VH1's VSPOT. The Grand Prize Winner will be randomly selected from the Weekly Prize Winners in the Sweepstakes. The grand prize drawing will be held on or around December 4, 2006. All potential prize winners will be contacted within seventy-two hours (72) following the drawing by the e-mail address as provided on the online entry form at the time of entry. VH1 will make two (2) attempts to contact the potential prize winners. If a potential winner is unreachable, or does not confirm receipt of winner notification, or is found to be ineligible, or if he/she cannot or does not comply with these Official Rules, the potential winner will be disqualified and an alternate winner will be selected from among all remaining eligible entries received.

5. Prizing:
Weekly Prizes:
Each week during the Promotion Period twenty (20) Weekly Prize Winners will receive One (1) VH1 branded T-Shirt (the "Weekly Prize") and other Sponsor related prizing.

The approximate retail value of the Weekly Prize is $500.00

Grand Prize
The Grand Prize Winner will receive a 2006 Nissan Versa

(Shipping and destination charges are the sole responsibility of the Grand Prize Winner. Grand Prize Winner is solely responsible for all other expenses including but not limited to licensing, registration, sales tax, income tax, dealer charges, and insurance for the vehicle. Winner will be required to provide proof of insurance and driver's license)

The approximate retail value of the Grand Prize is $17, 015.00
The Total Approximate Retail Value of the Sweepstakes is $17, 515.00
The tentative date for prize fulfillment is December 18, 2006 and is subject to change at MTVN's sole discretion. The total approximate retail value of this Sweepstakes is $17, 515.00 and the actual retail value of this Sweepstakes depends on current existing market conditions at time of prize fulfillment. No substitution of the Prizes or any portion thereof permitted, except by MTVN and/or Sponsors in which case a prize of equal or greater value may be awarded. All details and other restrictions of Prizes not specified in these Official Rules will be determined by MTVN in its sole discretion. By accepting a Prize, Prize Winners agree that they will not and will not authorize any third party to auction or sell the Prizes without MTVN's written consent, which consent may be granted or withheld in its sole discretion.

6. THE ODDS OF WINNING WILL BE DETERMINED BY THE ELIGIBLE ENTRIES RECEIVED.

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

8. Arrangements for the fulfillment of prizes will be made by MTVN and/or Sponsors. All potential winners must sign (a) an affidavit of eligibility and release of MTVN, Viacom International Inc. ("Viacom"), and any other sponsors 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 Sweepstakes constitutes potential winners' agreement to sign such release (s). All potential winners 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 the potential winner(s) and an alternate winner, if necessary, will be selected randomly from the remaining eligible entries.

9. The receipt by any 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 WINNER (AT MTVN'S SOLE DISCRETION) WILL RESULT IN SUCH WINNER'S DISQUALIFICATION AS WINNER OF VH1's VSPOT TOP 20 COUNTDOWN" SWEEPSTAKES AND ALL PRIVILEGES AS WINNER WILL BE IMMEDIATELY TERMINATED. By entering this Sweepstakes entrants agree to waive any rights to claim ambiguity with Rules and Laws, and that Sweepstakes Sponsors shall have no responsibility or liability (including, but not limited to, liability for any property loss, damage, personal injury or death) in connection with: participation in this Sweepstakes: human error; incorrect or inaccurate transcription of Entry Information; acceptance/possession and/or use/misuse of the prize awarded herein; traveling to, preparing for or participating in any prize related activity; any technical malfunctions of the telephone network, computer online system, computer dating mechanism, computer equipment, software, internet service provider; interruption or inability to access Sweepstakes or any Web Site or online service via the internet due to hardware or software compatibility problems; any damage to entrants (or any third person's) computer and/or any lost/delayed data transmissions, omissions, interruptions, defects or any other errors or malfunctions, even if caused by the negligence of one of the Sweepstakes. Entrants further agree to indemnify and hold harmless the Sweepstakes from any and all liability resulting or arising from the Sweepstakes, to release all rights to bring any claim, action or proceeding against the Sweepstakes, and hereby acknowledge that said Sweepstakes 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 any prize.

10. The value of the prize(s) may be taxable as income. Upon receipt of any prize, the winner is required to comply with and is solely responsible for any and all applicable federal, state and local tax that becomes due with respect to the prize(s).

11. Sweepstakes is open to legal residents of the United States who are 18 years of age or older at time of entry. All winners are subject to proving eligibility, including verification of social security number and are further subject to possessing a valid, government-issued photographic identification at the time of prize fulfillment. If any winner 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. Sweepstakes not open to employees and their immediate families of MTVN, Viacom, and any other sponsors, their affiliated companies and subsidiaries as well as any person who has won an MTVN- sponsored national contest or sweepstakes in the twelve (12)-month period preceding entry into this Sweepstakes. VOID IN ALASKA AND HAWAII AND WHEREVER PROHIBITED OR RESTRICTED BY LAW.

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 or the operation of the game or website; 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 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.

13. For a copy of the winner list and/or additional copy of these rules, send a SASE to: ATTN: "VH1's VSPOT TOP 20 COUNTDOWN SWEEPSTAKES", 1515 Broadway, 20th floor, New York, NY 10036 no later than February 2, 2007. Vermont residents may omit return postage if requesting a set of Official Rules.

14. Winners agree that MTVN, Viacom, Sponsors, and their subsidiaries, affiliates, related companies and employees, officers, directors and shareholders shall have no liability in connection with acceptance or use of any of the prizes awarded herein.

15. This Sweepstakes is sponsored by MTV Networks, a corporation with address at 1515 Broadway, New York, New York 10036.