BUTCH WALKER SWEEPSTAKES OFFICIAL RULES

PLEASE NOTE: THIS SWEEPSTAKES IS ONLY OPEN TO LEGAL RESIDENTS OF THE UNITED STATES AND CANADA (EXCEPT FOR PUERTO RICO AND THE PROVINCE OF QUEBEC), AND IS VOID IN ALL OTHER JURISDICTIONS AND WHEREVER PROHIBITED BY FEDERAL, STATE, PROVINCIAL, MUNICIPAL OR LOCAL LAW.

No Purchase Necessary to Participate or Win

ELIGIBILITY: This sweepstakes is open only to legal residents of the United States and Canada (excluding Puerto Rico and the province of Quebec) (the "Eligibility Area), 13 years of age or older at time of entry who prior to the Start Date have an Internet or online service provider account in good standing with either free Internet access or a flat-monthly fee structure. Employees and their immediate families, including household members, of BMG Music, d/b/a BMG ("Sponsor") and Arista Records, their parents, affiliates, subsidiaries, divisions, advertising and promotion agencies are not eligible.

HOW TO ENTER: No purchase necessary. This sweepstakes begins 12:01 a.m. Eastern Standard Time on June 24, 2002 ("Start Date") and ends 11:59 p.m. Eastern Standard Time on September 2, 2002 ("End Date") (the "Entry Period"). You can only enter this sweepstakes by completing a sweepstakes entry form at www.click2music.com/contests/butch, and clicking "Submit," at any time during the Entry Period. Only one entry per e-mail address. Entries must be made within the Eligibility Area and received by Sponsor within the Entry Period. Entries that do not comply with these Official Rules in all respects are ineligible and void.

CONDITIONS OF ENTRY. You must be the Registered and Authorized Holder of the E-mail Account through which the entry is made. For purposes of this sweepstakes, a "Registered and Authorized Holder of the E-mail Account" is defined as the natural person who is assigned to an e-mail address by an Internet service provider, online service provider or other entity (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the secondary level domain name associated with the submitted e-mail address. Entries must be made by an individual from a single computer and may not be made by proxy, or electronic means such as script, bot, macro or any other similar software or program. All entries become the property of Sponsor. By participating, entrants agree to these Official Rules, including all eligibility requirements. By entering this sweepstakes, you consent to Sponsor's use of your name for promotional purposes, including online announcements, without additional compensation, except where prohibited by law. Neither Sponsor, Arista Records, their parents, nor their respective affiliates, subsidiaries, divisions, advertising and promotion agencies, or any telephone network or service providers are responsible for incorrect or inaccurate transcription of entry information, or for any human error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software, inability to access any Web site or online service, or any other error or malfunction, or late, lost, misdirected, illegible entries.

PRIZES: There is one (1) Grand Prize. The grand prize includes: One Fostex VF-160CDR Digital Multitrack Recorder with CDR. 16 channels, 40 GB Hard Drive; A pair of Yamaha MSP-5 Active Monitors; a Roland XP-30 64-Voice Expandable Keyboard/Synthesizer and a $250 gift certificate for microcphones and studio accessories from Music123.com. The approximate value of the grand prize is $3,100.

There are five (5) first prizes. Each first prize consists of an autographed copy of Butch Walker's CD, "Left Of Centered". The approximate value of each first prize is $20.00.

All taxes are the sole responsibility of the winner(s). No prize substitution or assignment or transfer of prizes is permitted, except by Sponsor in which case a prize of equal or greater value will be awarded. In no event will more than the stated number of prizes be awarded.

ODDS OF WINNING: The odds of winning a listed prize depend upon the number of eligible entries received during the Entry Period.

DRAWING: Prize winner(s) will be selected on or about September 3, 2002 by a random drawing from among all eligible entries received during the Entry Period. All drawings shall be conducted by Sponsor whose decisions are final with respect to all aspects of the sweepstakes. Canadian residents selected as winners will be required to answer a time-limited, unaided, skill based question prior to the awarding of a prize.

NOTIFICATION: Winner(s) will be notified by e-mail or telephone. Winner(s) will be given five days from the time Sponsor sends an e-mail notice or telephone notice to respond to claim a prize. Unclaimed prizes will not be distributed. Winners are required to sign an affidavit of eligibility/publicity and liability release, and return it properly executed, within 3 days of attempted notification as a condition of awarding the prize. If a prize notification is returned as undeliverable or a winner fails to return the affidavit and release as specified, the winner will be disqualified and an alternate winner may be selected as described, at Sponsor's sole discretion.]

GENERAL: This sweepstakes is subject to all federal, state, and local laws. Void where prohibited. The winners agree that Sponsor, Arista Records, their parents, affiliates and their agencies and employees shall not be liable for injury, loss or damage of any kind resulting from participating in this sweepstakes or from the acceptance or use of any prize awarded. Sponsors reserve the right to verify eligibility qualifications of any winner. U.S. law of the State of New York governs this sweepstakes. If, in Sponsor's sole opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of this sweepstakes, any violation of these Official Rules, or if technical difficulties compromise the integrity of the sweepstakes, Sponsor reserve the right to terminate the sweepstakes and conduct a random drawing to award the prizes or none of them, using all entries received as of the End Date. Any attempt to damage the content or operation of this sweepstakes is unlawful and subject to legal action by Sponsors or their agents.

WINNERS LIST: For a list of the winners, visit www.click2music.com/winners, on or after September 10, 2002.
or write to:
Strategic Marketing
1540 Broadway, 37th Floor
New York, NY 10036

SPONSOR: BMG Entertainment
Sweepstakes
1540 Broadway, 40th Floor
New York, NY 10036



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