1. NO PURCHASE NECESSARY TO ENTER OR WIN. Purchase does not increase your chance to win. Sweepstakes is open only to legal residents of the continental United States between the ages of 8 and 15 as of July 15, 2004. Void where prohibited or restricted by law.

2. ENTER VIA MAIL: i) Print your complete name, address, city, state, zip code, daytime phone number and age on a 3-1/2" x 5" postcard; or ii) complete an official entry form available a) at participating Wendy's restaurants b) on specially marked packages of participating Aurora Foods Inc packages or c) on displays at participating retailers featuring Hershey Foods products while supplies last and mail one of the above forms of entry to:

"All Grown Up Lucky 13 Big Bash" Sweepstakes
P.O. Box 10940
Rochester, NY 14610

Enter as often as you wish, but each entry must be hand-printed and mailed separately. Entries that are illegible, incomplete, sent via overnight delivery or telefax, printed by machine or otherwise mechanically reproduced will not be accepted. Sponsors and their agencies are not responsible for entries that may be lost, late, postage due, delayed, mutilated and/or misdirected, or for typographical errors in the rules or entry forms. All entries must be postmarked no later than November 1, 2004 and received at the above address by November 8, 2004.

3. TO ENTER ONLINE: The sweepstakes will be posted on nick.com starting on or about 12pm EST July 15, 2004 and ending at 12 midnight EST on November 1, 2004. Entrants must get their parent's permission and must fill out all required fields on the Sweepstakes entry form on Nickelodeon's website, www.nick.com, and return the entry electronically. Online entries will be limited to a maximum of one (1) entry per person per day. Incomplete or inaccurate online entry forms are void. In the event there is more than one eligible child per household, online entries using parent/guardian email address may be used only one (1) time per day for each eligible child in the household. By completing the online entry form, you and your parent are agreeing to be notified by email if you are chosen as a winner in this Sweepstakes. By entering, participants and their parents acknowledge compliance with these official rules including all eligibility requirements. MTV Networks ("MTVN"), MTVN Online Inc., Viacom International Inc., Wendy's International, Inc, Hershey Foods Corporation, Aurora Foods Inc, their parent(s), subsidiaries and affiliated companies, licensees, advertising and promotional agencies, the independent judging organization, printing agents, any other sponsors and any other affiliates or agents of the Sponsors (collectively the "Sponsors") are not responsible for any problems or technical malfunctions, human error, lost/delayed data transmission, omission, interruption, 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 website 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 online portion of 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 in their sole discretion to cancel, terminate, modify or suspend the online portion of the Sweepstakes. Should the online portion of the Sweepstakes be terminated or cancelled prior to the stated expiration date, notice will be posted on the website, and any online entries received prior to the termination or cancellation will be included in the drawing. Entries that have been tampered with or altered are void. The use of any automated system or agent to submit entries in connection with this Sweepstakes is prohibited and will result in disqualification. Sponsors reserve the right to disqualify an individual whom Sponsors determine, in their sole discretion, is attempting to tamper with the Sweepstakes or website. In the event of a dispute over who submitted the winning entry, the holder of the winning first name and email address will be declared the winner. Collection of personally identifiable information will be in accordance with the Nickelodeon Online Privacy Policy as posted on nick.com. All email entries must be received at nick.com by 12 midnight EST on November 1, 2004.

4. Sweepstakes commences July 15, 2004 and ends November 1, 2004.

5. The concept of the Sweepstakes: Winner will be selected in a random drawing of mail-in and online entries on or about November 15, 2004 by an independent judging organization from among all qualified entries received. Limit one prize per household/individual. Odds of winning will depend on the total number of qualified entries received. Winner will be notified by telephone or by email and/or mail on or about December 15, 2004. If winner enters via postcard he/she will be notified via phone and if the winner enters online he/she will be notified by email. If winner enters on-line he/she must respond to the sender by email within (2) two business days of winner notification or will be disqualified.

6. The parent/guardian of each online 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.

7. The prizes are as follows:
Grand Prize (1): Winner will receive a party for at their school (number of attendees to be determined by Nickelodeon). Prize includes: (i) entertainment, party decorations of the Sponsors choice, and refreshments provided by Hershey Foods and Aurora Foods Inc (promotional value); and (ii) $1,000.00 spending money. Date of fulfillment and party details to be determined solely by Sponsors. Sponsors reserve the right to add or eliminate elements of the Grand Prize package, including providing an alternative location for the party. Total estimated retail value of Grand Prize is $1,000.00.

Total estimated retail value of all prizes: $ 1000.00

The date of fulfillment of prizing will be determined solely by Sponsors at their sole discretion on or about February 1, 2005.

8. All prizes are non transferable and have no cash equivalent except as described herein. All prizes will be awarded in the child's parent or legal guardian's name. Merchandise cannot be returned for cash. Substitution of prizes by winner is prohibited. Sponsors reserve the right in its sole discretion to substitute any prize or prizes with a prize of comparable value. In the event that the winner chooses not to accept his/her prize, or is unable to be notified, or a winner's school chooses not to allow the event, an alternate winner will be randomly selected from all of the remaining entries. Parents or legal guardians of winner and winner's school are solely responsible for all applicable federal, state, and local taxes.

9. Sweepstakes is open to children who are legal residents of the continental United States between the ages 8 and 15 by July 15, 2004 who have not won a Grand Prize in a MTV Networks related sweepstakes in the past six (6) months. Sweepstakes not open to employees and their immediate families of Sponsors. Winner must prove eligibility. Winner's parent or legal guardian and school must sign an affidavit (i) releasing Sponsors from any liability, claims, demands, and cause of action from personal injury and/or damage, theft, or loss suffered in connection with this Sweepstakes or the use or acceptance, receipt, possession, use and/or misuse if the prizes or any portion thereof; and (ii) where permitted by law, granting Sponsors the right to use winner's name, voice, and likeness as well as and winner's school's name for advertising and publicity purposes without additional compensation. Entry into Sweepstakes constitutes the winner's parent or legal guardian's agreement to sign such releases. 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. All entries become the property of Sponsors and will not be returned. Winner and a parent or legal guardian will be required within five (5) business days of winner notification to sign and return affidavits of eligibility and compliance with official rules and all legal documents which Sponsors may require (including a W 9 tax form). Noncompliance with any of the above will result in disqualification and an alternate winner will be selected.

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

11. For a copy of these Official Rules and a list of Grand Prize winners send a stamped, self addressed envelope to:
Nickelodeon
1515 Broadway, 39th Floor
New York, NY 10036
Attn: All Grown Up Lucky 13 Big Bash Sweepstakes

All requests must be received by February 1, 2005.

12. Sponsors: MTV Networks, 1515 Broadway, New York, NY 10036
Wendy's' International, Inc., One Dave Thomas, Boulevard, Dublin, OH 43017
Aurora Foods Inc Inc., 11432 Lackland Road, St. Louis MO 63146
Hershey Foods Corporation, 14 East Chocolate Avenue, Hershey, PA 17033