1. 1. By entering the Buzztone ("Sponsor") Contender Sweepstakes (the "Sweepstakes") and accepting the terms herein, you agree to be bound by the following rules ("Rules"), which constitute a binding agreement between you, on one hand, and Buzztone, Inc. ("Buzztone"). These Rules apply only to the Sweepstakes and not to any other sweepstakes or contest sponsored by Buzztone.

2. 2. How to Enter: NO PURCHASE NECESSARY. To enter, log on http://www.buzztone.com/contender/contest/. Fill in the on-line entry form and submit it in accordance with the on-screen instructions during the Sweepstakes Period. Entries must be received between August 24, 2005 12:01 a.m. PST and October 1, 2005 11:59 p.m. PST (the "Sweepstakes Period"). Limit of one entry per person. Multiple entries will be disqualified. Entries generated by script, macro, bot, or other automated means will be disqualified. Any entry information collected from the Sweepstakes shall be used only in a manner consistent with the consent given by entrants at the time of entry and with Buzztone’s On-line Privacy Policy, which can be found at http://www.buzztone.com/contender/contest/pp.htm. All entries become property of Sponsor.

3. 3. Eligibility: NO PURCHASE NECESSARY. You must be a lawful permanent resident of the United States and be at least 13 years old or older as of your date of entry. Sweepstakes void in Puerto Rico, U.S. Territories and possessions, outside of the U.S., and where prohibited by law. The Sweepstakes and any web site pages and advertisements relating thereto, are intended for viewing only within the United States. You are not authorized to participate in the Sweepstakes if you are not located within the United States. Employees and agents of Buzztone and their immediate families (spouses, parents, siblings, children and their spouses) are ineligible to enter or win.

4. 4. Prizes: One (1) Grand Prize: One (1) Grand Prize Winner will receive two (2) tickets to the October 15 fight at Staples Center ("ARV" TBD). No transfer, substitution, or cash equivalent for prizes except at Sponsor's sole discretion. Sponsor reserves the right to substitute a prize of equal or greater value if a prize can not be awarded as described for any reason. Limit: One prize per person/family/household. The Grand Prize Winners shall sometimes be referred to hereinafter as the "Winner." No transfer, substitution or cash alternative permitted, except by Sponsor in its sole discretion. If the winning entry was made on-line, the entry will be deemed submitted by the e-mail account holder associated with such entry, as solely determined by Sponsor. Installation, insurance, registration, taxes, and any fees or costs associated with the prizes are the sole responsibility of the Winner. Prize is awarded "as is" with no warranty or guarantee, either express or implied. Winner agrees to look solely to manufacturer for any warranties on the equipment awarded.

5. 5. Drawing and Notification: Winner will be selected in a random drawing from all eligible entries received, on or about October 1, 2005 by Sponsor or its designee, whose decisions will be final. Winner will be notified by e-mail and/or by phone on or about October 1, 2005. If Sponsor or its designee is unable to contact potential Winner by e-mail or phone (using the contact information provided at the time of entry) and/or if the potential Winner fails to respond to notification within two (2) business days of issuance, the potential Winner will be disqualified and forfeit his or her right to a prize, and an alternate Winner will be selected.

6. 6. Winner's Affidavit: Each Winner may be required to sign an Affidavit of Eligibility, a Liability Release, a Publicity Release, a written version of these Rules and any additional documentation, waivers and releases that may be required (individually and collectively, "Affidavit"). The Affidavit will require that each Winner provide his/her Social Security Number for tax purposes due to potential payments from Sponsor to the Winner and will be used solely for such tax purposes. The requirement for a publicity release shall be void where prohibited. The Affidavit will provide that by acceptance of the prize, the Winner releases Sponsor from any and all liability for injuries, damages or expenses sustained in connection with the Sweepstakes or with the receipt, ownership or use of the prize. Failure to sign the Affidavit may cause the Winner to forfeit the prize. Failure of the Winner to respond to notification and/or to complete and return the Affidavit within one week after sent to such Winner will be deemed a forfeiture of the prize and an alternate Winner will be selected from the eligible entries.

7. 7. General: This Sweepstakes is subject to all applicable federal, state and local laws. If any prize or prize notification is returned as undeliverable, prize will be forfeited and an alternate Winner will be selected. All federal, state or other tax liabilities (including income tax) arising from this Sweepstakes will be the sole responsibility of each prize winner. Except where prohibited by law, each Winner's entry and acceptance of the prize constitutes permission for the Sweepstakes Entities to use said Winner's name, photograph, likeness, statements, biographical information, voice, and address (city and state) worldwide and in all forms of media, in perpetuity, without further compensation. This Sweepstakes is subject to these official rules. By participating, entrants agree to be bound by these official rules and waive any right to claim ambiguity in the Sweepstakes or these official rules. Winners and entrants also agree to release, discharge, indemnify and hold harmless the Sweepstakes Entities, and the officers, employees and agents of each, from and against any claims, damages or liability due to any injuries, damages or losses to any person (including death) or property of any kind resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize or participation in any Sweepstakes-related activity or participation in this Sweepstakes. Any person attempting to defraud or in any way tamper with the Sweepstakes will be ineligible for prizes and may be prosecuted to the full extent of the law. Odds of winning depend upon the number of eligible entries received by Sponsor.

8. 8. Limitations of Liability: Sponsor, Buzztone, any Internet access providers, their respective parent companies, affiliates, subsidiaries, advertising and promotion agencies, and all of their agents, officers, directors, shareholders, employees, and agents (collectively "Released Parties") disclaim any responsibility for incorrect or inaccurate entry of entry information, human error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software or any combination thereof, inability to access any web site or download materials, damage to a user's computer system (hardware & software) due to participation in this Sweepstakes, or late, lost, incomplete, misdirected or mechanically reproduced entries. If in the opinion of Sponsor, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of this Sweepstakes, or if technical difficulties compromise the integrity of this Sweepstakes, Sponsor reserves the right to terminate this Sweepstakes, and award the prize from among all eligible, non-suspect entries received as of the action requiring such termination. Any attempt to deliberately damage any web site or undermine the legitimate operation of the Sweepstakes is unlawful and subject to legal action by the Sponsor or its designees. Entrants agree to hold harmless the Released Parties from and against all claims and damages arising in connection with their participation and/or entry in this Sweepstakes and/or the awarding or use of any prize awarded.

9. 9. Official Rules and Winners List: For an additional copy of these Rules or the names of the Winners, send a self-addressed stamped envelope to: Buzztone/The Contender Sweepstakes, Buzztone, 1539 Sawtelle Blvd., Los Angeles, California 90025. Attention: Rules or Winners List. Requests received after May 1, 2004 will not be honored. This Sweepstakes shall be governed by the laws of state of California in the United States of America and is subject to all applicable federal, state and local laws. Void where prohibited by law.

10. 10. Sponsor: Buzztone, 1539 Sawtelle Blvd., Los Angeles, California 90025.