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“WIN A TRIP TO SEE JUSTIN TIMBERLAKE LIVE IN CONCERT” SWEEPSTAKES OFFICIAL RULES

THE FOLLOWING SWEEPSTAKES IS INTENDED FOR PLAY IN THE UNITED STATES ONLY AND SHALL ONLY BE CONSTRUED AND

EVALUATED ACCORDING TO UNITED STATES LAW. DO NOT ENTER THIS SWEEPSTAKES IF YOU ARE NOT LOCATED IN THE UNITED STATES

No Purchase Necessary

No Subscription To Internet Service Provider Is Necessary

SWEEPSTAKES ENTRY. NO PURCHASE REQUIRED: This Sweepstakes starts at 12:01 PM ET on November 26, 2002, and ends at 5:00 PM ET on January 6, 2003. There are two (2) ways to enter: (1) Visit http://www.music-streams.com/wherehouse.htm, and enter by completely filling out the entry form. On-line entries must be received by 5:00 PM ET January 6, 2003. Normal access and usage charges imposed by your Internet service provider will apply. (2) Neatly handprint your name, address, age, daytime telephone number, and e-mail address (optional) on a 4x6 postcard and mail it to Justin Timberlake/Wherehouse Entertainment Inc. Sweepstakes, C/O Wherehouse Entertainment Inc., New Media Dept., 19701 Hamilton Avenue, Torrance, CA 90502. Mail in entries must be received by 5 PM ET, January 6, 2003. You may only enter the Sweepstakes once using any method of entry. Additional entries submitted by any one person (or a household sharing the same e-mail address) will be disqualified. No third party entry or entry through sweepstakes service permitted. Wherehouse Entertainment Inc. ("WHEREHOUSE") shall not be responsible for lost, late, mutilated, illegible, incomplete, postage due, incorrectly spelled or misdirected Entries, human error, hardware or software malfunctions, or network failures of any other kind which could restrict entry, or any damage to entrant's computer in connection with participation in the Sweepstakes or downloading or sending any Sweepstakes materials. WHEREHOUSE reserves the right in its sole discretion to cancel, terminate, modify, delay or suspend the Sweepstakes due to any reason of a technical, creative or other nature in WHEREHOUSE's sole discretion, and to select winners by random drawing of all eligible entries received prior to such occurrence. All entries become the property of WHEREHOUSE and none will be acknowledged or returned.

ELIGIBILITY: This Sweepstakes is open to legal residents of the United States only, 18 years of age and older as of November 26, 2002. Void in Rhode Island, U.S. Virgin Islands, Puerto Rico, and where prohibited or restricted by law and subject to all federal, state or local laws. Employees and agents of WHEREHOUSE, Jive/Zomba Records, Justin Timberlake, their respective affiliates and advertising agencies, any Sweepstakes prize sponsor, and any entity involved in the administration and fulfillment of the Sweepstakes (collectively "Sponsors and Administrators"), and the immediate family members and those persons living in the same household of such individuals, are not eligible to participate. In the event of a dispute about the identity of an online entrant, each entry will be declared made by the authorized account holder of the e-mail address submitted at the time of entry. An authorized account holder is deemed to be the natural person who is assigned the submitted e-mail address by the relevant Internet service provider, online access provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. With respect to a winning online entry, the winner may be required to provide Sponsors and Administrators with proof that the person is the authorized account holder of the e-mail address associated with the winning entry. By entering the Sweepstakes, entrants agree to comply with and be bound by these Official Rules and the decisions of the judges. Failure to comply with these Official Rules may result in disqualification from the Sweepstakes. By entering the Sweepstakes, you release and agree to hold harmless Sponsors and Administrators, and their respective directors, officers, employees and agents, from any and all liability for injuries, losses or damages of any kind resulting from participation in the Sweepstakes (including, but not limited to the receipt of or use or misuse of any prize or parts thereof). ANY PERSONS ATTEMPTING TO DEFRAUD THE SPONSORS AND ADMINISTRATORS OR IN ANY WAY TAMPER WITH OR DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES WILL BE DISQUALIFIED AND MAY BE SUBJECT TO CIVIL AND/OR CRIMINAL PROSECUTION.

GENERAL CONDITIONS: The Sweepstakes is void where prohibited by law and is subject to all applicable United States laws. The submission of an entry is solely the responsibility of the entrant. Only eligible entries actually received during the specified Sweepstakes entry period will be included in prize drawing. For purposes of these Official Rules, "receipt" of an online entry occurs when music-streams.com servers record the entry information. Any automated computer receipt (such as one confirming delivery of e-mail) does not constitute proof of actual receipt of an entry for purposes of these Official Rules. Illegible, unintelligible, incomplete or garbled entries will be disqualified. Sponsors and Administrators are not responsible for any lost, misdirected, stolen, undelivered or late entries. Sponsors and Administrators are not responsible for production, printing or typographical errors in the Sweepstakes site, these Official Rules or any other Sweepstakes materials. Sponsors and Administrators are not responsible for mechanical, technical, electronic, communications, telephone, computer, hardware or software malfunctions or failures of any kind, including: failed, incomplete, garbled or delayed transmission of online entries, traffic congestion on the Internet or at any web site or lost or unavailable network connections which may limit an online entrant's ability to participate in the Sweepstakes, and any injury or damage to entrant's or any other person's computer related to or resulting from participating in or downloading any information necessary to participate in the Sweepstakes. Sponsors and Administrators are not responsible for incorrect or inaccurate input, transfer or transcription of entry information. In the event that technical or other circumstances compromise the Sweepstakes (such as any viruses, bugs, unauthorized intervention, fraud, technical failures or other causes that corrupt the administration, security, integrity or proper conduct of the online component of the Sweepstakes), Sponsors and Administrators reserve the right to cancel or suspend the Sweepstakes and select prize winner from all eligible entries received prior to the cancellation.

SELECTION OF WINNER: Winner will be selected on or about January 8, 2003 in a random drawing from among all eligible entries received. The first entry drawn will win the Grand Prize. The drawing will be conducted, and all prize claims are subject to verification by, WHEREHOUSE whose decisions and interpretations on all matters relating to the Sweepstakes and these Official Rules are final and binding in all respects. Odds of winning a prize depend on the number of all eligible entries received. Winner will be notified by telephone or e-mail and must meet all eligibility requirements. In order to receive a prize, winner will be required to sign, notarize and return an Affidavit of Eligibility and a Liability/Publicity Release, and provide any additional information (such as social security number), waivers and releases that may be required by Sponsors and Administrators. Part of the prize is conditional upon the winner’s travel companion (or the travel companion’s parent or legal guardian) signing all required documents. All required documents must be completed and returned within fourteen (14) days from date of issuance. Failure to comply with the foregoing prize acceptance and response requirements may cause winner to forfeit his or her prize. Return of a prize or prize notification as undeliverable, or inability to contact any potential winner, will result in disqualification of the potential winner and an alternate winner may be selected by random drawing. In the event a winner declines his or her prize or fails to return completed documents and releases as required, an alternate winner may be selected by random drawing. Except where prohibited by law or regulation, winner's acceptance of prize will constitute permission for WHEREHOUSE and Sweepstakes prize sponsors to use winner's name, address (city and state only), statements, photographs, voice and/or likeness for all advertising and promotional purposes relating to the Sweepstakes without compensation, consideration, review or consent.

PRIZES: WHEREHOUSE will award the Grand Prize winner one (1) trip for two to see Justin Timberlake in concert. Prize includes round-trip airfare for two to a destination in the continental United States, to be determined by WHEREHOUSE, when Justin Timberlake concert dates are announced, hotel accommodations for two nights, admission for two to Justin Timberlake’s concert, and ground transportation to and from the airport. Estimated retail value of the prize is $3,000. Arrangements for the fulfillment of prizes will be made by WHEREHOUSE. Prizes may not be transferred or assigned. WHEREHOUSE reserves the right to refuse a travel companion who fails to sign all required documents or, in the event that the travel companion is under the age of 18, a travel companion whose parent or legal guardian fails to sign all required documents. Only listed prizes will be awarded and no substitutions or cash equivalents (except where noted) or redemptions will be made, except that Sponsors and Administrators reserve the right to award a prize of equal or greater value if any advertised prize (or any part thereof) becomes unavailable. Insurance and reporting and payment of all applicable taxes, if any, arising out of, or resulting from, acceptance or use of a prize are the sole responsibility of the winner.

OFFICIAL RULES AND WINNERS LIST: Sweepstakes entrants are hereby authorized to copy these official rules on the condition that it will be for the entrants' personal use and not for any commercial purpose whatsoever. For a printed copy of these Official Rules, you may send a self-addressed, stamped envelope for receipt by January 2, 2002 to: Wherehouse Entertainment, Inc., New Media Dept., 19701 Hamilton Ave. Torrance, CA 90502 attention: Justin Timberlake / Wherehouse Entertainment, Inc. Sweepstakes Official Rules. For the name of prize winner, send a self-addressed, stamped envelope for receipt by January 31, 2002 to: Wherehouse Entertainment, Inc., New Media Dept., 19701 Hamilton Ave. Torrance, CA 90502 attention: Justin Timberlake / Wherehouse Entertainment, Inc. Sweepstakes Winner.

SPONSOR: Wherehouse Entertainment, Inc., 19701 Hamilton Ave, Torrance, CA 90502-1334. The names of companies mentioned herein are the trademarks of their respective owners. The inclusion of a product or service as a prize does not imply any association with or endorsement by the manufacturer or distributor of such product or service, and except as indicated, no association with any company or product or service is intended or should be inferred.