THIS SWEEPSTAKES IS OFFERED ONLY TO LEGAL RESIDENTS OF THE UNITED STATES (EXCLUDING PUERTO RICO) WHO ARE LOCATED IN THE UNITED

THIS SWEEPSTAKES IS OFFERED ONLY TO LEGAL RESIDENTS OF THE UNITED STATES (EXCLUDING PUERTO RICO) WHO ARE LOCATED IN THE UNITED STATES (EXCLUDING PUERTO RICO) AT THE TIME OF ENTRY.

"The Billy Talent Ex Flyaway” Sweepstakes 2004 Official Rules.

NO PURCHASE NECESSARY. VOID IN PUERTO RICO AND WHERE PROHIBITED.

1. The “The Billy Talent Ex Flyaway” Sweepstakes (the “Sweepstakes”) begins 12:00 p.m. Eastern Standard Time ("EST") January 12, 2004 and ends 11:59 a.m. EST on February 2, 2004 ("Sweepstakes Period").

2. Eligibility: Sweepstakes is offered only in the United States to legal residents of the 50 United States (and the District of Columbia) excluding Puerto Rico, who are at least 18 years old at time of entry and who had online access on or before January 11, 2004. Employees, officers, directors and agents of Atlantic Recording Corporation (“Sponsor”) and their respective parents, affiliated and subsidiary companies, advertising and promotional agencies, web masters and web suppliers and the immediate family (spouse, mother, father, sister, brother, ward, daughter or son) or members of the households of each (whether or not related) are not eligible.

3. Entry: There are two (2) methods of entry:

(a) “Register” Method: To enter, log on during the Sweepstakes Period to http://www.billytalent.com, http://www.atlantic-rocks.com or other participating sites, if applicable (the “Web Site”), and click on links to the Sweepstakes. Complete the Official Registration Form (registration is free). If you have received an invitation by email to participate in this Sweepstakes, open the invitation by clicking on the link, banner or URL located in the invitation. Complete the Official Registration Form. Limit one (1) entry per person and per email address.

(b) “Online” Method: To enter, log on to the Web Site during the Sweepstakes Period and click on links to the Sweepstakes. Register, complete and submit the form to refer a person to the Sweepstakes (each a "Referred Person"). Each Referred Person will receive an emailed invitation to enter the Sweepstakes sent from your email address. If the Referred Person completes the Official Registration Form you will receive one (1) entry into the Sweepstakes. Please refer only persons with whom you have personal or professional relationships, whom you feel would be interested in the Sweepstakes. If the Referred Person receives multiple invitations, the first email address that submitted the referral will receive the credit for the entry. An email notification will be sent to confirm credited or non-credited entries for a Referred Person. Limit 500 Referred Person entries per person during the Sweepstakes Period. By submitting an email address for a Referred Person, you certify that you have confirmed with the person that he or she consents to your use of his or her email address and that he or she consents to receiving email solicitations from Sponsor and/or other third parties. The email addresses submitted must be for individuals, and not a corporation, partnership or similar business entity. If identical email addresses are submitted, the first entry submitting the address will be recognized while all subsequent identical entries will be null and void. Entrants who “spam,” submit email addresses without obtaining permission from the email addressee, or submit fraudulent or non-existent email addresses, shall be disqualified from the Sweepstakes and all of their entries will be considered null and void. Entrants cannot submit their own email address.

All entries must be sent electronically by 11:59:59 pm EST on February 2, 2004 and received by 11:59:59 pm EST on February 3, 2004. Any attempt at entry except as above stated is void. Entries, Registration Forms and referral forms become the property of Sponsor and will not be returned. Sponsor's computer will be the official clock of the Sweepstakes.

4. Winner Selection: One (1) potential winner will be selected by random drawing from among all eligible entries received on or about February 4, 2004. Odds of winning will depend on the total number of eligible entries received during the Sweepstakes Period. The drawing will be conducted by Sponsor, the judge of the Sweepstakes, whose decisions on all matters related to the Sweepstakes and these Official Rules shall be final and binding.

5. Prize: One (1) prize which consists of a trip for winner and one guest to Atlanta, Georgia on or about February 13, 2004, including: two (2) tickets to the Billy Talent concert appearance scheduled in Atlanta, Georgia on February 14, 2004, round trip coach class airfare from a commercial airport near winner’s residence as selected by Sponsor; and double occupancy hotel accommodations as selected by Sponsor, for two (2) nights. ARV: $2,500. Any and all taxes on the prize, and any other costs, fees, and expenses not explicitly stated herein (including, but not limited to, meals and gratuities), are the sole responsibility of the prize recipient. If the prize is won by a minor, it will be awarded in the minor’s behalf to the winner’s parent or legal guardian who must sign all required releases. Trip must be taken on the dates specified. The winner and guest must travel together. Minors must be accompanied by a parent or legal guardian (i.e., if the winner is a minor in his/her state of residence, the winner’s parent or legal guardian must be the winner’s guest). Guest (or parent or legal guardian of guest if guest is a minor in his/her state of residence) will be required to complete a liability and publicity release prior to trip or guest will not be able to travel. Prizes are not transferable. No prize substitutions allowed, except at the Sponsor’s sole discretion. The prize will be awarded. In the unlikely event that any portion of the prize is cancelled or undeliverable for any reason (i.e., the cancellation or postponement of the Billy Talent concert appearance), winner agrees that Sponsor has no further obligations to winner other than delivery of the remainder of the prize.

6. Winner Notification/Releases: Winner will be notified either by email, telephone, and/or mail (or overnight or certified mail). Each selected winner will have three (3) days from the moment such notification is issued to respond to such notification by following the instructions provided therein. If a potential winner timely responds to such notification, the potential winner (or the potential winner’s parent or legal guardian if the potential winner is a minor) will be required to sign, notarize and return an Affidavit Of Eligibility/Liability And Publicity Release within three (3) days of the date of notification or prize will be forfeited and an alternate winner selected. Return of any prize notification as undeliverable will result in disqualification and selection of an alternate winner. If a potential winner does not reply to the notification within three (3) days of its issuance, is ineligible, or cannot or does not comply with the Official Rules, he/she will be disqualified, the prize will be forfeited and an alternate winner may be selected, at Sponsor’s discretion, in a second chance drawing of all eligible entries received during the Sweepstakes Period. By entering, entrants agree (i) to be bound by these Official Rules and Sponsor’s Privacy Policy [http://www.atlanticrecords.com/privacyPolicy_frameset.html]; (ii) that the decision of the judges are final and binding on all matters relating to the Sweepstakes; (iii) to be contacted by Sponsor via email, telephone and/or mail; and (iv) to release and hold harmless Sponsor, their respective parents, subsidiaries, affiliates, distributors, suppliers and advertising, promotional and judging organizations and each of their respective employees, officers, directors, shareholders and agents (collectively, the “Releasees”) from and against any and all liability for injuries and/or damages (including death) sustained in connection with use and/or misuse of a prize or related to participation in the Sweepstakes. Except if a winner is a resident of TN and where prohibited by law, by accepting a prize, the winner consents to the use of his or her name, voice, picture or other likeness for advertising, promotional and other purposes in any media as determined by Sponsor without further approval or compensation.

Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the Sweepstakes or the Web Site or any web site related to the Sweepstakes; to be acting in violation of the Official Rules; or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any use of robotic, macro, automatic, programmed or the like entry methods will void all such entries by such methods. In the event of a dispute as to entries submitted by multiple users having the same email account, the authorized subscriber of the email account used to enter the Sweepstakes at the actual time of registration will be deemed to be the entrant and must comply with these rules. Authorized account subscriber is deemed to be the natural person who is assigned an email address by an Internet access provider, on-line service provider or other organization, which is responsible for assigning email addresses for the domain associated with the submitted email address. Potential winner may be required to provide the Sponsor with proof that the potential winner is the authorized account holder of the email address associated with the potentially winning entry. Sponsor may prosecute any fraudulent activities to the full extent of the law. All federal, state and local laws and regulations apply.

7. Limitations of Liability: The Releasees are not responsible for any lost, late, illegible, misdirected, mutilated, incomplete, incorrect or inaccurate entries or entry information, whether caused by web site users or by any of the equipment, computer hardware or software or any other technical operation or programming associated with or utilized in the Sweepstakes, and the Releasees assume no responsibility for any error, omission, interruption, deletion, defect, or delay in operation or transmission at the Web Site or any web site related to the Sweepstakes, or for communications line failure, or for theft or destruction, tampering, or unauthorized access to entries and/or entry information. If, for any reason, the Sweepstakes is not capable of running as planned by reason of infection by computer virus, bugs, worms, tampering, unauthorized intervention, fraud, tampering, technical failures, or any other causes beyond the control of Sponsor which, in the sole opinion of Sponsor corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, Sponsor reserves the right at their sole discretion to void suspect entries and/or to cancel, terminate, modify or suspend the Sweepstakes and select the winner from among all eligible entries received prior to such cancellation, termination or suspension. IN NO EVENT WILL THE RELEASEES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO AND USE OF THE INTERNET SITES www.atlanticrecords.com, www.billytalent.com, www.atlantic-rocks.com OR THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SAID SITES.

8. Arbitration/Choice of Law: Except where prohibited, entrants agree that (i): any and all disputes, claims, and causes of action arising out of or connected with this Sweepstakes, or any prize awarded, or the determination of the winner shall be resolved individually, without resort to any form of class action; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Sweepstakes but in no event attorney’s fees; and (iii) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages (other than for actual out-of-pocket expenses) and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant and Releasees in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., without regard for conflicts of law doctrine, and all proceedings shall take place in that State.

9. Winner’s Name: For name of the winner, send a self-addressed, stamped envelope postmarked by February 29, 2004 and received by March 8, 2004 to: The Billy Talent Ex Flyaway Sweepstakes: Winner’s Name Request, 1290 Ave of the Americas, New York, NY,10104, or visit www.billytalent.com until March 31, 2004.

  10.       Removal From Future Sweepstakes Mailings: To have your name and email address removed from    Sponsor's future sweepstakes mailings, please click the applicable unsubscribe link. Sponsor will process your request within 60 days.

Sponsored by: Atlantic Recording Corporation, 1290 Avenue of the Americas, New York, NY 10104.