THE CLIPSE SWEEPSTAKES OFFICIAL RULES

PLEASE NOTE: THIS SWEEPSTAKES IS ONLY OPEN TO LEGAL RESIDENTS OF THE UNITED STATES (EXCLUDING FLORIDA AND RHODE ISLAND AND THE TERRITORY OF PUERTO RICO) AND CANADA (EXCEPT FOR 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 (excluding Florida and Rhode Island and the territory of Puerto Rico) and Canada (excluding the province of Quebec) (the "Eligibility Area), thirteen (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"), Arista Records and Click2Music, 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 August 12, 2002 ("Start Date") and ends 11:59 p.m. Eastern Standard Time on October 12, 2002 ("End Date") (the "Entry Period"). You can only enter this sweepstakes by completing a sweepstakes entry form at www. click2music.com/contests/theclipse, 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, Click2Music, 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: Grand Prize: There is one Grand Prize. The Grand Prize is $1,000 worth of the latest clothing from Akademiks.

There are five (5) First Prizes. Each First Prize consists of one autographed copy of The Clipse's debut album, 'Lord Willin'.

The approximate retail value of each First Prize is $25.00.

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 October 13, 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.

GENERAL: This sweepstakes is subject to all federal, state, and local laws. Void where prohibited. The winners agree that Sponsor, Arista Records, Click2Music, Lycos, Inc. and their respective 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 October 19, 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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