The Charlie's Angels: Full Throttle Premiere Sweepstakes
OFFICIAL RULES
NO PURCHASE NECESSARY.
VOID IN PUERTO RICO AND WHERE PROHIBITED BY LAW.
SWEEPSTAKES OFFERED ONLY IN THE 50 STATES OF THE UNITED STATES (AND THE DISTRICT OF COLUMBIA).

1. How to Enter: The Charlie's Angels: Full Throttle Premiere Sweepstakes ("Sweepstakes") begins on October 25, 2002 at 9 a.m. PT and ends on January 15, 2003 at 9 a.m. PT ("Sweepstakes Period"). For purposes of the Sweepstakes, all times stated herein refer to Pacific Time ("PT"). To enter, access the Sweepstakes web site at www.sonypictures.com/CA2Premiere ("Web Site"), click on the Sweepstakes text link or icon, then, complete and thereafter submit the entry form ("Entry"). Information requested on the entry form consists of your name, address (including zip code), telephone number (including area code), date of birth, and email address (collectively "Entry Information"). All required Entry Information must be completed in full in order for Entry to be eligible. Any other attempted form of entry is void. Limit one (1) entry per person per day. Entries by the same person in excess of the limits stated herein will be disqualified Proof of delivery or receipt of entry will not be deemed by Sponsor (defined below) as proof of entry. Entries must be received by 9 a.m. PT on January 15, 2003.

2. Eligibility: Only legal residents of the 50 states of the United States (or the District of Columbia), who reside and are physically located in the U.S. (or the District of Columbia) and who are 13 years of age or older as of October 25, 2002 are eligible to enter the Sweepstakes. Employees and members of their immediate families (parents, children, siblings, spouse) and/or persons living in the same household as such employees, whether related or not, of Hilltop New Media Inc. ("Sponsor"), Sony Pictures Entertainment Inc., Sony Pictures Digital Entertainment, Yahoo Inc., Skycastle Entertainment, Inc., Sullivan Compliance Company ("Sweepstakes Administrator"), and those involved in the development, production (including prize suppliers), implementation and distribution of Sweepstakes, and their advertising or promotion agencies, parent companies, agents, officers, subsidiaries or affiliates, and/or any other persons or entities directly associated with Sweepstakes (collectively "Sweepstakes Entities") are ineligible to enter Sweepstakes.

3. Prize/Odds of Winning: One (1) Grand Prize ("GP"): Trip for GP winner and one (1) guest to Los Angeles, CA to attend the premiere of the movie Charlie's Angels: Full Throttle ("Movie Premiere"). Trip consists of round-trip coach class air transportation for GP winner and guest from a major commercial airport near winner's principal residence in the U.S. (as determined by Sponsor in its sole discretion) to Los Angeles, CA (air transportation provided only if winner lives more than 100 miles from Los Angeles, CA); three (3) days/two (2) nights standard hotel accommodations (one room/double occupancy); three (3) day economy car rental; and one (1) pair of general admission tickets to the Movie Premiere and tour of the Sony Pictures Studio Lot in Culver City, CA (Approximate Retail Value $2,500.) Actual value will depend on point of departure and any airfare fluctuations. Odds of winning a prize depend on the number of eligible Entries received. TRIP MUST BE TAKEN DURING THE WEEK OF THE MOVIE PREMIERE ON DATES DETERMINED BY SPONSOR AT ITS SOLE DISCRETION OR PRIZE WILL BE FORFEITED. (PREMIERE IS ANTICIPATED TO TAKE PLACE JUNE 2003, subject to change without notice). Sponsor has right to change travel dates. GP winner and guest must attend Movie Premiere to accept GP. No substitutions, extensions, or changes of trip dates permitted once Sponsor has confirmed such dates. Trip subject to air travel availability, advance purchase restrictions, Saturday night stay-over, holiday/blackout dates, hotel availability, Movie Premiere schedule and availability, and all other prize and travel restrictions. To accept rental car portion of GP, GP winner or guest must have a valid U.S. driver's license, be 25 years of age or older, and have at least one (1) major credit card in good standing. GP winner and guest must travel together on same itinerary. Once trip dates have been booked, no extension or substitution of trip dates is permitted, except at Sponsor's sole discretion. If GP winner is a resident of a jurisdiction that deems him/her to be a minor, he/she must be accompanied by his/her parent/legal guardian, and such person must pay his/her own expenses unless deemed to be the guest. Guest of GP winner must be 18 years of age or older. If guest is a resident of a jurisdiction that deems him/her to be a minor, he/she must be accompanied by his/her parent/legal guardian, and such person must pay his/her own expenses unless deemed to be the GP winner. GP winner is solely responsible for all other unspecified incidentals, including, but not limited to, any and all ground transportation (excluding rental car portion of the prize), meals, gratuities, phone calls, insurance (including rental car insurance), and any other expenses not specifically mentioned as being included. No substitution, transfer, or cash equivalent for any prize, or prize component, except that Sponsor, at its sole discretion, may substitute a prize of equal value due to prize unavailability for any reason. If Movie Premiere and/or studio tour portion(s) of GP are cancelled, postponed or unavailable for any reason, then the remaining elements of GP shall constitute full and complete satisfaction of Sponsor's prize obligation to GP winner and guest, and no additional compensation shall be provided. Movie Premiere subject to usual MPAA ratings. Any depiction of a prize is for illustrative purposes only. All federal, state, or other taxes are the responsibility of winner.

4. Drawing and Notification: Winner will be randomly selected in a drawing held on or about January 29, 2003 from among all eligible Entries received by SCC, an independent judging organization and Sweepstakes Administrator. If a winner is a resident of a jurisdiction that deems him/her to be a minor, prize will be awarded in the name of his/her parent/legal guardian. Potential winner (if a resident of a jurisdiction that deems him/her to be a minor, his/her parent or legal guardian) will be notified by phone, mail and/or email within approximately two (2) weeks of the drawing date. If a potential winner cannot be reached after a reasonable effort has been exerted, if he/she is found to be ineligible, he/she cannot or does not comply with these Official Rules, or if his/her prize or prize notification is returned as undeliverable, such person will be disqualified and an alternate potential winner may be selected at Sponsor's sole discretion.

5. General Conditions: Sweepstakes is subject to these Official Rules and all federal, state and local laws and regulations (collectively "Rules and Laws"). Potential GP winner (his/her parent/legal guardian, if a resident of a jurisdiction that deems him/her to be a minor), will be required to sign, execute, have notarized, and return an Affidavit of Eligibility, a Liability Release, (where legal) a Publicity Release, and any other documentation that Sweepstakes Administrator and/or Sponsor may require (collectively "Affidavit/Release"), within five (5) days after receipt or such potential GP winner may be disqualified and alternate potential GP winner may be selected at Sponsor's sole discretion. By returning the completed Affidavit/Release, GP winner attests to the authenticity of his/her winning Entry. Guest of GP winner (Guest's parent/legal guardian, if he/she is a resident of a jurisdiction that deems him/her to be a minor) will be required to sign, execute, have notarized and return a Liability Release, a Publicity Release, and any other documentation that Sweepstakes Administrator and/or Sponsor may require within five (5) days of receipt of these documents by potential winner. Once submitted, Entries become the sole property of Sponsor and will not be returned. Notwithstanding anything to the contrary in Sponsor's privacy policy located at http://www.sonypictures.com/spe/privacy_index.html and except where prohibited by law, (1) entry and/or winner's (winner's parent/legal guardian, if winner is minor) acceptance of prize constitutes permission of winner or, if minor, his/her parent/legal guardian, for Sponsor to use, without notice or further compensation, worldwide, and in perpetuity, in any and all forms of media, now known and hereafter devised, including, without limitation, online on the Web Site, winner's first name, last initial, city and state, for the sole purpose of posting this information on the Web Site and (2) Sponsor has the right to modify, edit, adapt, electronically alter, use, assign and/or dispose of such Entries however it sees fit and for any purpose without any notice or compensation to entrant or any third parties. Additionally, by opting-in to specific offers from any of the Sweepstakes Entities, your personal information will be subject to their respective privacy policies and terms of service and you agree to receive additional email communication from those companies. The privacy policy for the Sweepstakes Entity participating in an opt-in is located at: Sony Pictures Entertainment Inc. - http://www.sonypictures.com/spe/privacy_index.html. Sponsor 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 Sweepstakes or the Web Site or any Web site related to the Sweepstakes; to be acting in violation of the Official Rules; or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any person attempting to defraud Sweepstakes Entities or in any way tamper with this Sweepstakes or the Web Site will be ineligible for a prize and will be prosecuted to the full extent of the law. If, for any reason, the Sweepstakes is not capable of running as originally planned, Sponsor, in its sole discretion, reserves the right to suspend, modify or cancel the Sweepstakes or any portion(s) thereof and conduct the drawing from all salvageable eligible Entries received, if any. In the event of a dispute as to the identity of a particular entrant who submitted a winning Entry, the owner of the email account associated with that Entry may be deemed the entrant, at Sponsor's sole discretion, must comply with these Official Rules and may be required to provide proof of ownership of the email account

6. Disclaimers: Sweepstakes Entities are not responsible or liable for Entries that are entered by other than human means (such as by an automated computer program or any non-human mechanism, entity, or device), or for Entries that are illegible, late, destroyed, lost, misplaced, stolen, misdirected, tampered with, incomplete, deleted, damaged, or otherwise not in compliance with these Official Rules and all such Entries will be disqualified. By entering Sweepstakes, entrants agree and acknowledge to be bound by the Rules and Laws, as well as the decisions of Sweepstakes Administrator which are final and binding in all respects; to waive any rights to claim ambiguity with the Rules and Laws, and that Sweepstakes Entities 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; postponement/cancellation of Movie Premiere, any technical malfunctions of the telephone network, computer online system, computer dating mechanism, computer equipment, software, or internet service provider; interruption or inability to access Sweepstakes, Web Site, or any online service via the internet due to hardware or software compatibility problems; any damage to entrant's (or any third person's) computer and/or its contents related to or resulting from any part of this Sweepstakes; any lost/delayed data transmissions, omissions, interruptions, defects and/or any other errors or malfunctions, even if caused by the negligence of one of the Sweepstakes Entities. Entrants further agree to indemnify and hold harmless the Sweepstakes Entities 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 Entities, and hereby acknowledge that said Sweepstakes 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 any prize, including express warranties provided exclusively by a prize supplier that may be sent along with a prize.

7. Rules/Name of Winner: For the name of the GP winner or for an additional copy of these Official Rules, send a self-addressed stamped envelope to: The Charlie's Angels: Full Throttle Premiere Sweepstakes "Rules"/"Name of Winner" (specify which), P.O. Box 6807, Burbank, CA 91510. All requests must be received by March 15, 2003. Official Rules will also be accessible from the Web Site. Name of GP winner may also be posted on the Web Site.

8. Sweepstakes Administrator: Sullivan Compliance Company, P.O. Box 7398, Burbank, CA 91510-7398.

9. Sole Sponsor: Hilltop New Media Inc., 3960 Ince Blvd, Culver City, CA 90232.
2002 Skycastle Entertainment. All rights reserved.