NO PURCHASE OR ONLINE REGISTRATION NECESSARY. A PURCHASE DOES NOT IMPROVE YOUR CHANCES OF WINNING. VOID IN NEW YORK, FLORIDA, ALASKA, HAWAII, PUERTO RICO, AND WHERE PROHIBITED.

HOW TO ENTER: This sweepstakes begins at 12:01 AM Eastern Standard Time (EST) on August 26th, 2002 ends 11:59 PM (EST) on October 10, 2002. To enter the sweepstakes online, go to http://www.rollingstones.com/aolcontest and complete the online entry form as prompted, click to submit, and you will automatically receive one entry in the sweepstakes OR print your name, address, city, state, zip code and daytime telephone number on a 3 1/2" x 5" piece of paper, and mail to: Rolling Stones Wiltern Sweepstakes, UltraStar Entertainment, LLC. 135 East 55th St, 5th Floor, New York, NY 10022. Mail-in entries must be postmarked by October 10, 2002 and received by October 15, 2002. No illegible, incomplete, forged or altered entries or mechanically reproduced mail-in entries will be accepted. Sponsor and judges not responsible for late, lost, stolen, damaged, garbled, incorrect, mis-addressed, postage-due, or misdirected entries or mail. Entrants need not to b present to win. All entries become the exclusive property of the Sponsor and will not be returned to entrants.

CONDITIONS OF ENTRY: An eligible entry must be received as described above. Limit one entry per person/household/e-mail address. Online entry will be deemed to have been submitted by the authorized account holder of the Screen Name or email address from which the entry is made. By entering, entrants agree to comply with these official rules including all eligibility requirements. Neither America Online, Inc., Virgin Records, or their respective affiliates, subsidiaries, divisions, advertising and promotion agencies, nor any telephone network or service providers, is responsible for incorrect or inaccurate transcription of entry information, or for any human error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software, inability to access any online service or web site, or any other error or malfunction, or any injury or damage to participants or any other person's computer related to or resulting from participation in or downloading of any materials in this Sweepstakes. Proof of entering information at Website and/or proof of mailing does not constitute proof of delivery or receipt. Entry materials that have been tampered with or altered are void.

WINNER SELECTION: Four Grand Prize Winners will be selected in a random drawing from among all eligible entries received. Random drawing will occur on or about October 16, 2002, and will be conducted by Sponsor whose decisions are final. Winner will be required to sign and return, within 7 days after mailing an Affidavit of Eligibility and Liability/Publicity Release. Winner's travel companion will be required to sign a travel release. If a prize is won by a minor, it may be awarded in the name of a parent or legal guardian. Failure to return documents as specified, or return of prize notification to Sponsor as undeliverable, will result in the entry being disqualified and an alternate winner being selected from all non-winning entries. By accepting prize, winner consents to the use of name, voice and/or photographs for promotional purposes, including but not limited to the posting of winner's AOL Screen Names on AOL in a Winner's List or other online announcements, without additional compensation, except where prohibited by law. Odds of winning depend upon the number of eligible entries received. If, in the Sponsor's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the sweepstakes, or if technical difficulties compromise the integrity of the sweepstakes, the Sponsor reserve the right to void any entries at issue and/or to modify or terminate this sweepstakes, in whole or in part, at any time without notice and award the prizes using all eligible entries received as of this termination date.

PRIZE: Four (4) Grand Prize: Winner will receive a 2-day/1-night trip for two to Los Angeles, CA and 2 tickets to see the Rolling Stones perform at the Wiltern Theatre on Monday, November 4, 2002. Travel companion must be 18 or older. If winner is under 19 in AL or NE or under 21 in CO, MS, PN or WV, winner must be accompanied by parent or guardian. Prize includes round trip coach airfare to Los Angeles for winner and a guest from gateway airport nearest winner's primary residence, and one night hotel accommodations for 2 (double occupancy hotel to be determined by sponsor), Approximate Retail Value of each the Grand Prize: $4,500. Actual value of trip depends on point of departure & current airfares at time of travel. Trip must be taken on dates specified by Sponsor. If Grand Prize Winner cannot travel on dates specified by the Sponsor, Grand prize will be forfeited and the Grand Prize will be awarded to an alternate winner. Should such a situation occur, and there is ample time to select and clear an alternate winner, the alternate Grand Prize Winner will be selected in a separate random drawing from all non-winning entries. Restrictions & blackout dates may apply. Meals, transfers and any other expenses not mentioned herein are not included. All taxes, incidentals & other expenses associated with prize & not specified herein are the winner's sole responsibility. Sponsor reserves the right to substitute the prize with a prize of equal or greater retail value. No substitution or transfer of prize permitted. Prize is not transferable or redeemable for cash.

CAUTION: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY ONLINE SERVICE OR WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND/OR OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

ELIGIBILITY: This sweepstakes is open only to legal residents of the 48 Contiguous United States (except New York and Florida) and the District of Columbia, 18 years of age and older at time of entry. Void in New York, Florida, Alaska, Hawaii, Puerto Rico and where prohibited by law. Employees and their immediate families (spouse, parents, children, siblings, and their respective spouses), including household members, of America Online, Inc., Virgin Records, and their respective affiliates, subsidiaries, divisions, advertising and promotion agencies, are not eligible to enter. This sweepstakes is subject to all federal, state and local laws. Winner agrees that America Online, Inc., Virgin Records, and their respective affiliates, agents and employees, shall not be liable for injury, loss or damage of any kind resulting from participating in this promotion or from the acceptance or use of any prize awarded. Sponsor reserves the right to verify eligibility qualifications of the winner. U.S. law governs this sweepstakes.

WINNERS LIST: To find out who won, email "The Rolling Stones Sweepstakes," info@rollingstones.com

SPONSOR & PROMOTER: The sponsor and promoter of this sweepstakes are Virgin Records, 338 North Foothill Road, Beverly Hills, CA 90210, The Rolling Stones Official Fan Club.