OFFICIAL CONTEST RULES

NO PURCHASE NECESSARY TO ENTER.VOID WHERE PROHIBITED OR RESTRICTED BY LAW. OPEN TO LEGAL RESIDENTS OF THE FIFTY UNITED STATES AND THE DISTRICT OF COLUMBIA WHO ARE 18 YEARS OF AGE OR OLDER.

INTRODUCTION. This "Fort Minor Where'd You Go Video Remake Contest" (the "Contest") gives participants the opportunity to produce their own music video for the song "Where'd You Go" by Fort Minor. The details of the prize and how to enter the Contest are contained in these Official Rules.

SPONSOR: Warner Bros. Records Inc. 3300 Warner Boulevard Burbank, California 91505 ELIGIBILITY. The Contest is open only to residents of the United States and the District of Columbia who are 18 years of age or older at time of entry. Void where prohibited or restricted by law. Employees and principals of Sponsor or of MTV Networks, a division of Viacom International Inc. (“MTVN”) and their respective affiliates, subsidiaries, advertising or promotion agencies are not eligible, nor are members of these employees’ families (defined as parents, children, siblings, spouse, and life partners).

HOW TO ENTER. To enter the Contest, during the Entry Period, as defined below, eligible participants must:
(i) produce their own version of a music video (length of music video must not exceed length of the song by more than fifteen (15) seconds) for the clean (i.e. non-explicit) version of the song "Where'd you Go" by Fort Minor (the "Recording");
(ii) post the video ("Submitted Video") on the Internet;
(iii) complete an online entry form at http://www.fortminor.com/video_contest.php by entering true and correct information in all the required fields, including, without limitation, providing participants’ name, address, phone number, and e-mail address; and
(iv) provide a link to the webpage where the participant’s Submitted Video may be viewed by Sponsor for consideration in the Contest. By doing the above, entrants will be entered into the Contest and will each qualify as a participant (“Participant”).

CONTEST DESCRIPTION AND TIMING: The Contest will consist of four (4) Phases:

Phase 1 (“Entry Period”) will run from 12:00 p.m Pacific Standard Time on Wednesday June 21, 2006 through 11:59 p.m. Pacific Standard Time on Wednesday July 5, 2006. During the Entry Period participants may enter the Contest online as described above.

Phase 2 (“Semi-Finalist Selection Period”: On Thursday July 6, 2006, Sponsor, in Sponsor’s sole discretion, will select twenty (20) semi-finalist videos from all eligible Submitted Videos (“Selected Videos”). Sponsor’s selections will be based on the originality and the overall quality of the eligible Submitted Videos. Sponsor will notify the Participants/producers of the Selected Videos of their status as semi-finalists in the Contest.

Within three (3) days of such notification, each such semi-finalist Participant must remove their Submitted Video from any and all websites where it may be accessed. Additionally, each Participant who produced a Submitted Video identified as a Selected Video must send a copy of their Submitted Video in Beta, Beta SP, DigiBeta or DVD format to Sponsor at "Fort Minor Where’d You Go Video Contest”, c/o Warner Bros. Records Inc. 3300 Warner Boulevard, Burbank, CA 91505 Attn: New Media.

Any Submitted Videos not received by Sponsor by Thursday July 13, 2006 will be automatically disqualified from the Contest. All Submitted Videos entered into the Contest must have come from an original master that meets one of the four (4) aforementioned acceptable formats. Any Submitted Videos sent to Sponsor in a format other than those listed above will be disqualified.

Phase 3 (“Finalist Selection Period”) On or before Friday July 7, 2006, Mike Shinoda of Fort Minor (“Artist”) or Artist’s designee will choose three (3) videos (“Finalist Videos”) from the twenty (20) Selected Videos chosen by Sponsor during the Semi-Finalist Selection Period. On Monday July 10, 2006, Sponsor will notify the Participants/producers of the Finalist Videos that their respective Submitted Videos have been selected as Finalist Videos and that they are finalists in the Contest.

Phase 4 (“Voting Period”) will run from 10:00 a.m Pacific Standard Time on Monday July 24, 2006 through 6:00 p.m. Pacific Standard Time on Sunday July 30, 2006. During the Voting Period, the three (3) Finalist Videos will be available for viewing on http://www.overdrive.mtv.com. During the Voting Period viewers may vote for their favorite Finalist Video at http://www.overdrive.mtv.com. The grand prize winner will be selected based on which Finalist Video received the most votes through the online voting at http://www.overdrive.mtv.com by 6:00 p.m. Pacific Standard Time on Tuesday August 1, 2006..

Click here for MTV voting rules.

WINNER SELECTION AND NOTIFICATION. One (1) grand prize winner (“Winner”) will be selected on Tuesday August 1, 2006 based on the voting results (Finalist Video with the most votes on http://www.overdrive.mtv.com will be deemed the Winner).

All Participants must comply with all terms and conditions set forth in these Official Rules and winning is contingent upon fulfilling all requirements.

A potential winner may be requested to provide Sponsor with proof that he/she is the authorized account holder of the e-mail address associated with the winning entry and will be required to furnish proof of eligibility (including, without limitation, proof of US residency, age, and all required Clearances) as a condition of receiving the Prize.

The potential winner will be notified by email or telephone on or about Tuesday August 1, 2006. If they cannot be contacted within 12 hours from the first attempt to contact such potential winner, an alternate potential winner will be selected from among the remaining Participants/producers of the remaining Finalist Videos (based on the next most voted for Finalist Video on http://www.overdrive.mtv.com.) In the event that the voting is interrupted or disrupted, Sponsor reserves the right to determine the Winner in its sole discretion based on the originality and overall quality of the Finalist Videos remaining in the Contest.

The potential winner must execute and return an Affidavit of Eligibility/Release of Liability and, where permitted, publicity release within FIVE (5) days of notification. Noncompliance within this time period may result in disqualification and an alternate winner may be selected. Return of any prize notification as undeliverable may result in disqualification and selection of an alternate Winner.

ENTRIES: Electronic entries will be deemed made by the authorized account holder of the e-mail address submitted at time of entry. The authorized account holder is deemed as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider or other organization that is responsible for assigning e-mail addresses or the domain associated with the submitted e-mail address. Limit one (1) entry per person and per e-mail address. More than one (1) entry from any person or from any e-mail address will void all entries from that person or e-mail address, as applicable. Any attempt by a person to enter more than once with multiple email accounts may result in disqualification at the discretion of the Sponsor. Sponsor is not responsible for lost, late, incomplete, garbled, illegible, or misdirected Contest entries, or for any error, human, technical or otherwise, which may occur in the processing of Contest entries. Proof of sending will not be deemed to be proof of receipt. All entries/Submitted Videos become the exclusive property of Sponsor and will not be acknowledged or returned. Any use of robotic, automatic, programmed or similar entry methods will void all such entries by such methods and such senders. Participant understands that Sponsor will not return and is not obligated to return Submitted Video to Participant.

USE OF THE RECORDING: Sponsor hereby grants each Participant a limited, non-exclusive, non-transferable, revocable right and license to use these Recording (as defined herein) in the Submitted Video solely for purposes of participation in and in connection with this Contest.

For the avoidance of doubt, the Recording is and shall remain the property of Sponsor or its respective licensors, suppliers, promotional partners and/or any other persons, firms or entities that hold and own the rights to these (including, without limitation, the intellectual or industrial property rights). Sponsor reserves all rights not specifically granted to Participants under these Official Contest Rules. Participants may not use the licensed Recording for any commercial, promotional, or other purposes, other than for submission of your Submitted Video as an entry into the Contest pursuant to the terms and conditions contained herein.

SUBMITTED VIDEO REQUIREMENTS: Each Submitted Video must be wholly original, created solely by the applicable Participant and may not have been previously published and such Participant must wholly-own all copyrights in and to such Submitted Video (with the exception of the Recording for which Participant have been granted a limited license to use by Sponsor solely for the purposes of this Contest), without having granted at any time to any person or entity other than Sponsor the right to use such Submitted Video. Each Submitted Video must not contain the trademarks, designs, copyrighted works or intellectual property of any third parties. The length of each Submitted Video must not exceed the length of the Recording by more than fifteen (15) seconds.

Sponsor may require Participants who produced Submitted Videos that are selected as Finalist Videos to make changes to their Submitted Video in order to conform to standards prior to exhibition on http://www.overdrive.mtv.com. Any Participant who fails to make any such requested changes may be disqualified and an alternate Participant may be selected by Sponsor in Sponsor’s sole discretion.

Submitted Videos will not be accepted or eligible if they contain content or material of any kind that violates or is inconsistent with these Official Contest Rules, including, without limitation, any content that contains (or appears to contain):

o explicitly profane or obscene material;

o endorsement (or condones) of illegal drug use, alcohol abuse or other illegal activity;

o nudity, profanity, extreme or gratuitous violence;

o any express or implied commercial endorsement; any derogatory characterization of any person or group based on age, race, color, gender identity and expression, sexual orientation, religious beliefs, marital status, mental or physical disability, citizenship, creed, national origin, physical appearance, political affiliation, union membership, or other ethical or unlawful factors;

o any unauthorized use of copyrighted or proprietary material; or

o depictions of any conduct, language or other context deemed inappropriate by the Sponsor or any of the judges selected by the Sponsor.

Additionally, Sponsor reserves the right to disqualify any Submitted Video that it deems, in its sole discretion, to be offensive or objectionable.

CLEARANCES. Each Participant is solely responsible for obtaining from all applicable individuals or entities, any and all required rights, releases, consents, clearances, licenses, and other authorizations (collectively, the “Clearances”) necessary to exploit and otherwise use the Submitted Video in any and all media. Without limiting the generality of the foregoing, prior to submitting their Submitted Video, each Participant is solely responsible for obtaining the following Clearances:

(a) Location releases;

(b) Releases from any person whose name, voice, likeness, or persona is referenced, shown, or otherwise used in the Submitted Video;

(c) With respect to those individual(s), if any, providing Clearances who are under the age of majority in their state of residence, the signature of the individual(s)’ respective parent or legal guardian (on the applicable Clearances(s)).

Sponsor hereby reserves the right (but not the obligation) to verify that all necessary Clearances relating to the Submitted Video have been obtained prior to selecting the Submitted Video as a Selected Video or a Finalist Video. Without limiting the generality of the foregoing, Sponsor reserves the right to disqualify any Submitted Video from the Contest if Sponsor determines at any time, in its sole discretion, that the applicable Participant has not obtained all necessary Clearances.

CONDITIONS OF PARTICIPATION:
(i) Each Participant hereby warrants that, with the exception of the Recording, the Submitted Video is an original work by such Participant and that no persons have collaborated with Participant in creating or developing the Submitted Video, and that Participant has the right to submit this Submitted Video to Sponsor on the terms and conditions contained in these Official Rules and guarantees that the Submitted Video is Winner’s original creation free of any infringement of copyright, trademark or common law.

(ii) Each Participant further agrees that if their Submitted Video is identified as a Selected Video or a Finalist Video they will remove their Submitted Video from any and all websites where the Submitted Video has been made available.

(iii) Each Participant agrees that if their Submitted Video is identified as a Selected Video or a Finalist Video, they will provide Sponsor with all requested signed releases and clearance documents in connection with the Submitted Video.

(iv) Each Participant agrees that Sponsor may retain a copy of the Submitted Video and each Participant hereby releases Sponsor from any liability for loss or damage thereto.

(v) Each Participant agrees and acknowledges that for good and valuable consideration, the sufficiency of which is hereby acknowledged, each Participant who produced a Submitted Video that is identified as a Selected Video or a Finalist Video shall, as of the date such Submitted Video is identified as a Selected Video or a Finalist Video, irrevocably grant transfer, convey and assign to Sponsor the entirety of the rights in and to the Submitted Video and all renewals and extensions of copyright, and the right to secure copyright registrations thereto in perpetuity including, without limitation, the rights to use the Submitted Video for any and all purposes in any and all media whether now known or hereafter developed, throughout the universe, in perpetuity, including, without limitation, all areas of advertising, packaging, promotion, publicity, multimedia works, merchandising, and sales. Each Participant irrevocably and unconditionally waives any and all so-called droit moral and like rights that he/she has in the Submitted Video and agrees not to make any claims against Sponsor or any person authorized by Sponsor to exploit the Submitted Video based on such moral or like rights.

(vi) Each Participant accepts and acknowledges that Sponsor shall not be obligated to use Submitted Video and that Sponsor in its sole discretion shall have the right to refrain from using the Submitted Video. Sponsor shall not incur any liability whatsoever to the extent Sponsor chooses to refrain from any exploitation of its rights hereunder. (vii) Each Participant hereby warrants and represents that they will indemnify Sponsor and any licensee of Sponsor against all claims, damages, liabilities, and expenses (including reasonable counsel fees and legal expenses) arising out of any breach of these terms.

USE OF DATA and AGREEMENT TO OFFICIAL RULES. Sponsor will be collecting personal data about Participants (including, without limitation, e-mail addresses) when Participants enter the Contest. By participating in the Contest, Participants hereby agree to all personal information uses and disclaimers as explained in Sponsor’s Privacy Policy http://www.wbr.com/cmp/privacy.html. Participation in the Contest further constitutes entrant's full and unconditional agreement to and acceptance of these Official Rules and Sponsor’s Privacy Policy http://www.wbr.com/cmp/privacy.html and willingness to be contacted by telephone and/or email.

Sponsor shall have an irrevocable, perpetual, universe-wide, fully paid-up and royalty-free license to copy all Submitted Videos (including, without limitation, by means of creating digital images of all Submitted Videos by scanning the submitted photographs), and to use, re-use, publish, and re-publish such Submitted Videos in whole or in part, individually or in conjunction with other photographs or images, in any and all media now known or hereafter devised and for any purpose whatsoever, including, without limitation, for use on merchandise, throughout the universe (including, without limitation, illustration, promotion, advertising and trade), and to use the name of each Participant in connection therewith if Sponsor so chooses in its sole discretion. Each entrant agrees that they will not be compensated for submitting any Submitted Videos.

By entering the Contest, each Participant agrees to release and discharge Sponsor and its respective heirs, executors, assigns and designees from any and all claims and demands arising out of or in connection with the use of such Submitted Videos, including, without limitation, any claims for copyright infringement, defamation or invasion or privacy. Only Submitted Videos that are submitted in accordance with all applicable rules governing this contest will be eligible for selection.

PRIZE. The Winner will be awarded the following:
(i) a framed, hand-drawn piece of original artwork by Artist from The Rising Tied album art;
(ii) a congratulatory phone call from Artist;
(iii) the baseball cap that Artist wore in the original “Where’d You Go” music video signed by Artist;
(iv) exhibition of his/her winning Submitted Video on http://www.overdrive.mtv.com and http://www.fortminor.com; and
(v) a video still from the original “Where’d You Go” music video signed by Artist (collectively, the “Prize”).

Winner shall be responsible for all costs not specifically mentioned above as part of the Prize. Odds of winning depend in part on the number of eligible entries received during the Entry Period. Approximate value of Prize: $ 500.

All federal, state and local taxes related to the Prize are the sole responsibility of Winner. No refunds or credit for changes are allowed. No transfer of the prize is permitted.

Each of the two (2) Participants who produced Finalist Videos that are not ultimately selected as the Winner will be awarded the following:

(i) One (1) video still from the original "Where'd You Go" music video, signed by Artist; and

(ii) exhibition of his/her Submitted Video on http://www.overdrive.mtv.com

GENERAL CONDITIONS. The Contest is governed by the laws of the State of California and Participants in the Contest hereby consent to the exclusive jurisdiction of those laws for any causes or controversies arising out of the Contest.

Each Participant waives any and all objections to jurisdiction and venue in these courts. All federal, state and local laws and regulations apply. Void where prohibited or restricted by law. Contest may only be entered in or from the United States and the District of Columbia and entries originating from any other jurisdiction are not eligible for entry. Except where prohibited by law (or if Winner is a resident of Tennessee), Winner grants to Sponsor (and its advertising agencies) and MTVN the right to use and publish Winner’s photo, proper name, likeness, voice, opinions, biographical information and state in any media to promote Sponsor and the Contest without additional compensation.

By entering, Participants release and hold harmless Sponsor, MTVN, and their respective principals, subsidiaries, affiliates, directors, officers, employees and agents from any and all liability for any injuries, loss or damage of any kind arising from or in connection with the Contest or receipt or use and/or misuse of any prize.

Sponsor reserves the right to cancel or modify the Contest if fraud or any other factor impairs the integrity of the Contest as determined by Sponsor in its sole discretion. Sponsor’s decisions as to all matters related to administration of the Contest are final.

If, in the Sponsor's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if technical difficulties compromise the integrity of the Contest, Sponsor reserves the right in its sole discretion to void any entries at issue (including disqualifying any individual who tampers with the entry process), and to cancel, terminate, modify or suspend the Contest, in whole or in part, at any time without notice. In the event of such cancellation, Sponsor reserves the right to award the prize, in Sponsor’s sole discretion, from all eligible entries received before the time of cancellation.

Sponsor assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction of unauthorized access to, or alternation of, entries. Sponsor is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or entry received by Sponsor on account of technical problems or traffic congestion on the Internet or at any web site, any combination thereof, or otherwise, including any injury or damage to entrant’s or any other person’s computer related to or resulting from participation or downloading any materials in the Contest.

CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

WINNERS LIST. Contest results and copy of these Official Rules may be obtained by sending a self-addressed, stamped envelope to: " Fort Minor Where’d You Go Video Remake Contest”, c/o Warner Bros. Records Inc. 3300 Warner Boulevard, Burbank, CA 91505. Results will be available after August 3, 2006. Requests for results must be received by September 3, 2006.

Copyright ©2006 Warner Bros. Records Inc. All rights reserved.