SPIDER-MAN SWEEPSTAKES OFFICIAL RULES

1. Eligibility: NO PURCHASE NECESSARY. Only legal U.S. residents at least 18 years of age who reside in and who are physically located in the U.S. (excluding its territories and possessions) are eligible to enter the Spider-man Sweepstakes (the "Sweepstakes). Entrants ages 18-21 may be required to have their parent or guardian's permission to enter as described. Employees, agents or officers of Sony Corporation of America, Sony Electronics, Inc., Sony Music Entertainment Inc., Sony Pictures Entertainment Inc., Hilltop New Media, Inc., Virgin Entertainment Inc., or any entity involved in the development, production, implementation and distribution of the Sweepstakes, including any advertising or promotion agency, supplier of prizes for the Sweepstakes, parent company, service provider, subsidiary or affiliate of any such entity or any other entity directly associated with the Sweepstakes (hereinafter the "Sweepstakes Entities") or any member of the immediate family of and/or person living in the same household as such persons, are ineligible to enter the Sweepstakes.

How to Enter: Access the Sweepstakes Web site at http://www.columbiarecords.com/spider-man/sweepstakes2.html ("Web Site"), complete the information requested on the online entry form and click on the "submit" button to transmit your online entry form ("Internet Entry"). Information requested on online entry form consists of your name, address (including zip code), telephone number (including area code), email address, and birth date. The online entry period begins on April 25, 2002 at 12:00:00 PM (Noon) ET and ends on May 20, 2002 at 12:00:00 PM (Noon) ET.

2. In-Store Entry: Legibly handprint name, address (including zip code), telephone number (including area code), email address, gender and birth date on an Official Sweepstakes Entry Form available at participating Virgin MegaStores (while supplies last) and deposit it in the official "SPIDER-MAN Sweepstakes" entry box ("In-Store Entry") located inside the Virgin MegaStore from April 29, 2002 to May 24, 2002. In-Store Entries must be deposited in entry box no later than 12:00:00 PM (Noon) ET on May 24, 2002.

Or enter online at www.virginmega.com or at http://www.columbiarecords.com/spider-man/sweepstakes2.html

Complete the information requested on the entry form and then transmit the Entry Form by clicking on the "Submit" button.

All entries must be received before May 20th, 2002, midnight EST. (The period during which the Sweepstakes will take place is referred to below as the "Sweepstakes period"). Information requested on the entry form consists of age, gender, name, address (including zip code), phone number and valid email address. LIMIT OF ONE ENTRY PER PERSON AND PER EMAIL ACCOUNT. If there is a dispute about who the email address belongs to, it will be deemed submitted by the email account holder. If multiple entries are received by the same entrant, only the first entry submitted by that entrant will qualify for entry in the Sweepstakes; subsequent entries submitted by that entrant shall be disqualified.

3. PRIZES:

1 GRAND PRIZE ("Grand Prize"): … One (1) private hometown screening of SPIDER-MAN for winner +50 friends (ARV: $750) … One (1) Sony DVD Player DVP-NS300/S (ARV: $200) … One (1) Sony Electronics stereo system model : MHC-RG20 (ARV: $300) … One (1) SPIDER-MAN "Web Pack" consisting of a CD Soundtrack (ARV: $20), video game (ARV: $50), and official movie poster (ARV: $15)

3 FIRST PRIZES: … One (1) Sony Mini-Disc Player MZ-N505 (ARV: $145) … One (1) SPIDER-MAN "Web Pack" consisting of a CD Soundtrack (ARV: $20), video game (ARV: $50) and official movie poster (ARV: $15)

Estimated Retail Value of each Grand Prize winner: $ 1335.00 Estimated Retail Value of each First Prize winner: $ 230.00

Estimated Retail Value of all prizes: $2025.00.

No substitution, transfer, or cash equivalent of prizes by any winner. Sweepstakes Entities at their discretion, may substitute a prize of equal or greater value.

4. Drawing and Notification: Winner(s) of the Sweepstakes will be selected in a random drawing on or about May 31, 2002 from all eligible entries received by the judge(s), whose decisions are final and binding in all respects. Odds of winning depend on the number of eligible entries received. Winners will be notified by mail, email and/or phone. If a potential winner cannot be reached at the email address or phone number provided on the entry form and/or does not respond to the Sponsor at e-mail: columbiainfo@sonymusic.com (or such other email address as may be provided by Sponsor) within five (5) days from Sponsor's first attempt to contact him/her, or if he/she is found to be ineligible, or if he/she cannot or does not otherwise comply with these Official Rules, an alternate winner will be selected by random drawing. All entries become Sponsor's property and will not be returned. The address provided by each entrant on the Sweepstakes entry form shall serve as the address of record in respect of all mailings to each entrant. Changes to such mailing address may serve as a basis for disqualification.

5. General Conditions: All Federal, state and local laws and regulations are applicable. All taxes (including, but not limited to, income taxes) are the sole responsibility of winners. Prize winners (and parent(s) or guardian(s) of prize winners under 21) may be required to execute (and have notarized) an Affidavit of Eligibility, a Liability Release, and/or a Publicity Release (the "Affidavit/Release") which must be returned to and received by Sponsor within ten (10) days from winner's receipt of the Affidavit/Release. Winners will also be required to send a copy of their passport, drivers license or birth certificate as proof of age and residency. Non-compliance with any of these requirements may result in disqualification, in which case an alternate winner may be chosen. Return of prize, prize notification, Affidavit/Release as undeliverable will result in disqualification and an alternate winner may be selected. Entry and/or acceptance of prize(s) constitutes permission for the Sponsor and its affiliates to use the winner's name, address (city and state) and/or likeness for advertising and trade purposes without further compensation, worldwide and in perpetuity, in any and all forms of media, now known and hereafter devised, including without limitation on-line, unless prohibited by law. All entrants agree to comply fully with each provision in these Official Rules. Any person attempting to defraud or in any way tamper with this Sweepstakes and any person who does not comply with these Official Rules, will be ineligible for prizes and may be prosecuted to the full extent of the law. THE NEW YORK COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THE SWEEPSTAKES AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE SWEEPSTAKES. EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS. If, for reasons beyond the Sponsor's control (including, but not limited to, tampering or computer virus infection), the Sweepstakes is not capable of running as originally planned, the Sponsor, at its sole discretion, reserves the right to cancel or modify the Sweepstakes, without liability.

The Sweepstakes is void where restricted or prohibited by law.

6. Disclaimers: Entrants agree that Sweepstakes Entities shall not be liable for losses or injuries of any kind resulting from: (i) acceptance/possession and/or use/misuse of prize(s), (ii) participation in the Sweepstakes, (iii) individual, joint or collective technical malfunctions of the telephone network and/or transmission line, computer on-line system, computer dating mechanism, computer equipment, hardware and/or software, or (iv) any delay or distortion of an entry resulting from data transmissions that are garbled, incomplete, misdirected, lost, mutilated, delayed, corrupted, mechanically duplicated, illegible or otherwise not in compliance with these Official Rules. Entrants also agree that the Sweepstakes Entities are not responsible or liable for any injury or damage to an entrant's or third person's computer related to or resulting from the Sweepstakes and/or its prizes. The Sweepstakes Entities are not liable for damage to a user's computer system (including, without limitation, any server failure or lost, delayed or corrupted data or other malfunction) due, either directly or indirectly, to an entrant's participation in the Sweepstakes or downloading of information in connection with the Sweepstakes. The Sponsor reserves the right to modify or cancel the Sweepstakes in the event that any portion of the Website becomes technically corrupted.

7. Privacy. Any personal information supplied by you to Sponsor will be subject to Sponsor's privacy policy and terms of service posted at www.columbiarecords.com. Additionally, by opting in to a specific offers from Sony Pictures and Virgin, your personal information will be handled in accordance with their respective privacy policies and you may receive additional email communications from those companies. Sony Pictures' privacy policy is located at www.SonyPictures.com. Virgin's Privacy Policy is located at www.virginmega.com.

8. Rules/Winners List: For an additional copy of these Official Rules or a list of winners, send a self-addressed, stamped envelope, specifying which you are requesting, to: columbiainfo@sonymusic.com or consult the list of winners to be posted at http://www.columbiarecords.com/spider-man/virginSweepstakes/winners. The winners list will be available after June 20, 2002.