1. NO PURCHASE NECESSARY TO ENTER OR WIN. Entrants must have on-line service prior to the beginning of the Promotional Period.

2. TO ENTER: The sweepstakes will be posted on nick.com starting on November 29, 2002 and ending at 12 midnight EST on January 10, 2003. Entrants must fill out all required fields on the Sweepstakes entry form available at www.nick.com, and return the entry electronically to www.nick.com. Entries that have been tampered with, altered, incomplete or inaccurate shall be considered void. By submitting an entry form, entrant is agreeing to be notified by email if he/she is chosen as a Potential Winner in the Sweepstakes. By entering, entrant acknowledges compliance with these official rules including all eligibility requirements. MTV Networks, Nickelodeon Online, Virgin Mobile USA, LLC, their parent, subsidiary and affiliated companies, licensees, advertising and promotional agencies, and any other sponsors (collectively "Sponsors") are not responsible for any problems or technical malfunctions, human error, lost/delayed data transmission, omission, interruption, tampering, deletion, defect, line failures of any telephone network, 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 Web site or any combination thereof, including injury or damage to participants or to any other person’s computer 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 cause beyond the control of the Sponsors which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, Sponsors reserve the right at their sole discretion to cancel, terminate, modify or suspend this Sweepstakes. Should the Sweepstakes be terminated or cancelled prior to the stated expiration date, notice will be posted on the website, and any entries received prior to the termination or cancellation will be included in the drawing. The use of any automated system or agent to submit entries in connection with this Sweepstakes is prohibited and will result in disqualification. In the event of a dispute over who submitted an entry, the holder of the winning email address will be declared the Potential Winner. Collection of personally identifiable information will be in accordance with the Nickelodeon Online Privacy Policy as posted on nick.com.

3. Sweepstakes commences November 29, 2002 and ends on January 10, 2003 (the “Promotional Period”).

4. The Concept of the Sweepstakes: One (1) potential grand prize winner and one hundred (100) potential first prize winners (each a “Potential Winner”) will be selected in a random drawing on our about January 24, 2003 from all entries received. A proprietary randomizing algorithm will be used to choose the winners. Limit one prize per household/individual. Odds of winning will depend on the total number of eligible entries received. The parent and/or legal guardian of each entrant will be sent a notification email upon electronic submission of the online entry form confirming entry into the sweepstakes and providing the option to withdraw entry. If the option to withdraw is not exercised within the time period indicated on such notice the entry will be deemed submitted. The Potential Winners will be notified by email pending prior approval from the parents or legal guardian as indicated above. To be considered an official winner, Potential Winner’s parent and/or legal guardian will be sent a Fulfillment/Approval sheet by email to print out and send to fulfillment house indicated on the form within 5 business days. If Potential Winner fails to respond within 5 business days of being notified Potential Winner will be disqualified and an alternate winner will be chosen from the remaining eligible entries. The Fulfillment/Approval sheet must be sent to the address indicated on the Fulfillment/Approval sheet with a parent and/or legal guardian's original signature. Winners will be notified by email on or about February 7, 2003.

5. The prizing is as follows:
Grand Prize (1): One (1) Grand Prize Winner will be awarded one 5 day/4 night trip to Nickelodeon Studios at Universal Studios in Orlando, Florida. Trip to include: (i) Round trip coach airfare for four (4) from the airport nearest Grand Prize winner’s residence to Orlando, Florida (Estimated Retail Value $3,000); (ii) Ground transportation to and from the airport to Orlando hotel (Estimated Retail Value $200); (iii) Standard hotel accommodations of Sponsors’ choice consisting of 1 room for 4 nights, quad occupancy (Estimated Retail Value $900); (iv) Four (4) VIP passes to Nickelodeon Studios (subject to tour availability) (Estimated Retail Value $334); (v) Four (4) Virgin Mobile ‘Super Model’ mobile phones (Estimated Retail Value $672); (vi) One (1) Nickelodeon and Virgin Mobile Gift Bag to be distributed on day of Nickelodeon Studios visit (Estimated Retail Value $30); and (vii) $500.00 spending money. The total estimated retail value of the Grand Prize is $5,636.00. Dates of travel to be determined by Sponsors once winner is selected. Sponsors reserve the right to add or eliminate elements of the Grand Prize package. All travel arrangements and accommodations at discretion of Sponsors.

First Prize (100): One Hundred (100) First Prize Winners will be awarded one (1) Nickelodeon and Virgin Mobile Gift Bag (Estimated Retail Value $30 each). Total estimated retail value of all First Prizes is $3,000.00

Total estimated retail value of all Sweepstakes Prizing is $8,636.00

6. All prizing is non-transferable and has no cash equivalent. Merchandise cannot be returned for cash. Substitution of prize by winner is prohibited. Sponsors reserve the right in its sole discretion to substitute any prize with a prize of comparable value. In the event that winner chooses not to accept his/her prize, or is unable to be notified, an alternate winner will be randomly selected from all of the remaining entries. Grand Prize Winner is solely responsible for all insurance, registration and all applicable federal, state, and local taxes.

7. Sweepstakes is open to legal residents of the continental United States between the ages 5 and 18 at time of entry. Sweepstakes not open to employees and their immediate families of Sponsors. Winner must prove eligibility. Parent and/or legal guardian of Grand Prize Winner must sign an affidavit (i) releasing Sponsors from any liability, claims, demands, and causes of action from personal injury and/or damage, theft, or loss suffered in connection with this Sweepstakes or the use or acceptance of the prizes or any portion thereof to be eligible; and (ii) where permitted by law, granting Sponsors the right to use his/her name, voice, and likeness for advertising and publicity purposes without additional compensation. All travelers must sign a travel release prior to ticketing. Entry into Sweepstakes constitutes Grand Prize Winner’s parent and/or guardian’s agreement to sign such releases and any other legal documents that Sponsors may require (including W-9). Receipt of any of the prize components of this Sweepstakes is conditioned upon compliance with any and all applicable federal, state and local laws, rules, and regulations. Noncompliance will result in disqualification of winner. Void where prohibited or restricted by law. All entries become the property of Sponsors and will not be acknowledged or returned except as herein indicated.

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

9. All interpretations of the rules and decisions by Sponsors are final. 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 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 CONTESTANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE GAME 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 CONTESTANT TO THE FULLEST EXTENT PERMITTED BY LAW.

10. For a copy of the winner list and/or a copy of the official rules, send a stamped, self-addressed envelope to:

Nickelodeon
c/o Nick Online Marketing
1515 Broadway, 42nd Floor
New York, NY 10036
ATTN: Nick.com VIP Sweepstakes Powered by Virgin Mobile

All requests must be received by February 14, 2003

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