Good Will Wasting - FX Comedy Contest Local Submission

NO PURCHASE NECESSARY. SUBMISSIONS ACCEPTED ONLY FOR ORIGINAL PILOTS THAT HAVE NOT BEEN PREVIOUSLY AIRED OR DISTRIBUTED. ALL RIGHTS IN CHOSEN PILOTS, INCLUDING COPYRIGHTS, WLL BE CONVEYED TO SPONSORS.

Your participation in the call for submissions described below (the "Call for Submissions") confirms your agreement to be bound by these submission guidelines (these "Submission Guidelines"). If a Submitter (as defined below) is a group, these Submission Guidelines apply to each member of the group. Sponsors: MySpace, Inc. ("MySpace"), 1223 Wilshire Blvd. #402, Santa Monica California 90403; and FX Networks, LLC ("FX") PO Box 900, Beverly Hills, California 900, 90213-0900 (collectively, "Sponsors").

Eligibility: Submissions (as defined below) will be accepted from all natural persons or groups of natural persons, each of whom are age 18 and older as of the date of submission, who are legal U.S. residents physically located in the United States, and who have a profile on the MySpace website (the "MySpace Site") at the time of submission (each, a "Submitter"). Submitters must be registered members of the MySpace Site in compliance with its Terms of Use Agreement. Employees, officers, and directors (and their immediate family members and persons living in their same household) of Sponsors, their affiliated companies, and their advertising and promotion agencies, are not eligible to participate in the Call for Submissions. Void outside of the United States, in Puerto Rico, U.S. military installations outside the U.S., and where prohibited by law.

Submissions: No purchase is necessary to submit materials. The only way to submit materials is by completing the online Submission form found at Uniform Resource Locator ("URL") www.myspace.com/sunnyfx (the "Call for Submissions Page"), and sending the completed form along with a presentation (each, a "Submission") of between three and five minutes (3:00 – 5:00) in length in QuickTime^{® or .mov format to FX Networks at www.myspace.com/sunnyfx. If chosen as a semi-finalist, Submitters will be required to provide a Beta SP version of their Submission. All required information and material must be included for the Submission to be reviewed. Only one Submission per person (or per group or per legal entity) is permitted. If a Submission is submitted by a member of a group, that Submission will be considered to be submitted on behalf of all members of the group. No further Submissions will be considered by that group or any of its members. Sponsors reserve the right to determine in their sole discretion which Submissions have satisfied the submission requirements. Sponsors will not notify Submitters whether or not their Submission has been rejected or accepted.}

Submitted Material: "Material" includes to the extent applicable: (a) any information and material (e.g., musical composition, recording, and/or video clip) submitted by you (or

group) in connection with the Call for Submissions; (b) your (or group's) name, trademark, service mark, likeness, voice, and image; and (c) all photographs, recordings, audio materials, audiovisual materials, writings, statements, dramatic materials, ideas, quotations and any other intellectual properties of or by you (or your group) and furnished to Sponsors by you (or your group). Do not submit any Material or portion of any Material written, produced, owned and/or of anyone other than yourself or your group. By submitting Material, you represent and warrant to Sponsors that (i) the Material is wholly original and does not infringe upon or otherwise violate any right of any person, firm or entity ("Person"), including, without limitation, that the musical composition embodied in the Material was written and produced wholly by you (or one or more members of your group) and that the Material is not defamatory, (ii) you have all rights, licenses, permissions and consents necessary to submit the Material in the Call for Submissions in accordance with these Submission Guidelines, and (iii) no person other than you or your group has any right, title or interest in and to any part of the Material. If you are submitting Material on behalf of a group, you represent and warrant to Sponsors that you have the authority to act on behalf of the group.

Submitted Material must not contain material which is (or promotes activities which are) sexually explicit, obscene, pornographic, violent (e.g., relating to murder, the sales of weapons, cruelty, abuse, etc.), discriminatory (based on race, sex, religion, national origin, physical disability, sexual orientation or age), illegal (e.g. underage drinking, substance abuse, computer hacking, etc.), offensive, threatening, profane, harassing, or otherwise objectionable as determined by Sponsors in their sole discretion. Any physical Material submitted by you to the Sponsors is the property of the Sponsors and will not be returned to you.

By entering the Call for Submissions, you grant to Sponsors a perpetual, fully paid, irrevocable, non-exclusive license to reproduce, distribute, display, exhibit, transmit, broadcast, stream, synchronize with visual material, otherwise use, and permit others to use and perform throughout the world the Material in any and all media, including the MySpace Site, and for any purpose, including, but not limited to, downloads, streams, in audiovisual recordings, motion pictures, advertising or promotion of Sponsors and their respective services and products, all without further notice or consent from or payment to, you (or your group). If you are the selected Submitter, you agree that the copyright in any submitted materials, audiovisual recording, and sound recording will automatically and without further action by you become the sole and exclusive property throughout the universe and in perpetuity of the Sponsors (or their designees), and that the Sponsors will have the right to sell, license, assign, dispose of and/or transfer any or all of their right, title and interest in and to the submitted materials, audiovisual recording, and sound recording in their sole discretion.

You agree that Sponsors have no obligation to post your Material on the MySpace Site. Sponsors reserve the right to limit the number of Submitters whose Material is posted on the MySpace Site and to remove Submitters whose Submissions have already been posted in the Sponsors' sole discretion. You understand that your name and other

Material may be posted on the MySpace Site in connection with the Call for Submissions.

Call for Submissions Period: The Call for Submissions submission period begins on May 22, 2006 at 12:00:00 a.m. Pacific Time ("PT") and ends on June 12, 2006 at 11:59:59 p.m. PT (the "Call for Submissions Period"). Sponsor’s computer is the official time keeping device for the Call for Submissions. No Submissions into the Call for Submissions will be accepted before or after those dates unless Sponsors elect in their sole discretion to modify the Call for Submissions Period.

Judging Process / Pilot Selection: A panel of judges appointed by Sponsors will select twenty (20) semi-finalists from all eligible Submissions received during the Call for Submissions Period based on the following criteria: quality (40%), humor (30%) originality (20%) and popular appeal (10%) (the "Judging Criteria") of submission. Each of the semi-finalists' Submissions will be linked to or posted on the www.myspace.com/sunnyfx for viewing and online voting by MySpace users during the period beginning on June 19, 2006 at 12:01 a.m. PT and ending on June 26, 2006 at 11:59:59 p.m. PT (the "Voting Period"), provided in each case that the semi-finalists have complied with these Submission Guidelines, and has submitted to Sponsors a Beta SP version of their submitted material. MySpace users will be instructed to vote based on the same criteria applied by the panel of judges in selecting the semi-finalists. Voting will be limited to registered and logged-in members of the MySpace Site, including Submitters, each of whom is entitled to cast no more than one vote per calendar day during the Voting Period. The top five (5) Submissions to receive the most MySpace user votes and the highest score from the judges will each advance to finalist status. If there are multiple Submitters that receive the exact same number of votes and score which qualify them for the fifth position, then all such Submitters receiving the same number of votes and score will advance to finalist status and there will be more than five (5) finalists. MySpace user votes will be taken into consideration by Sponsors who will ultimately select one (1) grand prize winner from among the five (5) finalists on or around June 29, 2006. The Sponsors’ tabulation of votes and scores is final and binding. There will be only one (1) Submission selected to produce a pilot. The Submitter chosen to produce the selected pilot will receive a production budget of up to Fifty Thousand Dollars ($50,000.00), based on a submitted production budget and subject to industry standard cash flow, to produce a pilot based on the chosen submitted presentation. The chosen Submitter will be notified by e-mail and must respond thereto within two (2) business days or risk forfeiting the production opportunity.

If a selection notification is returned as undeliverable or the potential selected Submitter otherwise cannot be readily contacted, the production opportunity will be forfeited and a runner-up will be selected through the same notification process. If the runner-up also cannot be readily contacted within the two (2) business day period, then another eligible finalist will be selected, as determined and selected by Sponsors in their sole discretion. As a condition to participating in the Call for Submissions and receiving the production opportunity, semi-finalists, finalists and the potential selected Submitter (and, if a group, each group member) may be required to sign and return to Sponsors within five (5) days:

(i) an affidavit of eligibility, liability release, and publicity release; (ii) a production development agreement (collectively, the "Production Agreements") with FX and/or the Sponsors regarding the production of the submitted materials and confirming the Sponsors' ownership and control of any submitted materials, along with such other documentation as Sponsors may require in their sole discretion. semi-finalists, finalists and the selected Submitter are advised to have experienced, independent legal counsel review the Production Agreements before signing them. The Production Agreements will be subject to the Sponsor's standard terms and conditions and such other terms that the Sponsors may elect within the customary parameters of agreements of like kind, as determined by the Sponsors in the exercise of their reasonable discretion. If all such documentation is not executed and returned within the required timeframe, Sponsors may select other semi-finalists, finalists and/or chosen Submitters. Upon receipt of all required documentation and verification that Submitters meet the Call for Submissions eligibility requirements, Sponsors will announce the chosen Submitter on the MySpace Site. Written notification of the chosen Submitter will be provided upon request by sending a written request and a stamped, self-addressed envelope to Sponsors at: MySpace, Inc., 1223 Wilshire Blvd. #402, Santa Monica, CA 90403, Attention: Its Always Sunny In Philadelphia "Make Your Own Pilot" Call For Submissions.

Production Opportunity: The chosen Submitter will receive a production budget of up to Fifty Thousand Dollars ($50,000.00) to produce a full length comedy pilot based on their submitted presentation, along with behind-the-scenes footage of the chosen Submitter in the process of making the pilot, such comedy pilot and behind-the-scenes footage to be delivered to FX Networks no later than six (6) weeks after Submitter being chosen. If a Submitter is comprised of more than one individual, only one (1) such production budget will be provided. Should the production costs for the pilot be less than the Fifty Thousand Dollar ($50,000.00) budget (as determined by Sponsors in their sole discretion), the differential will be paid to the chosen Submitter. FX may (but is not obligated) to use all or a portion of the finished pilot as part of its programming on the FX Networks cable television programming service (as determined by FX in its sole discretion), such use to be subject to any guild, union, or the other conflicting agreements, production exigencies, or time constraints, or any other unforeseen circumstances preventing such use, in which event this portion of the production opportunity is forfeited.). The chosen Submitter is advised to have experienced, independent legal counsel review the Production Agreement before signing it. The Production Agreement will be subject to FX Networks’ standard terms and conditions and such other terms that FX Networks may elect within the customary parameters of agreements of like kind, as determined by FX Networks in the exercise of its reasonable discretion. To the extent applicable, actual prize value may be higher taking into account intangible benefits.

General Conditions: Sponsors are not responsible for and are not liable for: (i) misdirected or delayed mail or e-mail; (ii) telephone, telecommunications, hardware or third party software malfunctions, failures, or difficulties of any kind; (iii) any condition caused by events beyond Sponsors' control that may cause the Call for Submissions to be disrupted, corrupted or terminated; (iv) any printing or typographical errors in any

materials associated with the Call for Submissions; (v) any internal dispute among band members as to issues pertaining to the Materials and/or the Call for Submissions or (vi) any incorrect or inaccurate Submission information whether caused by you or any equipment or matter under the Sponsor's control. Sponsors reserve the right to disqualify, in their sole discretion, any person (or group, if applicable) tampering with the Submission process, the operation of the systems required to conduct the Call for Submissions or operate the MySpace Site, or who is otherwise in violation of these Submission Guidelines. Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend this Call for Submissions should it determine, in its sole discretion, that any virus, bug, non-authorized human intervention or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Call for Submissions. All issues concerning the construction, validity, interpretation and enforceability of these Submission Guidelines, and the rights and obligations of the participants, shall be determined by Sponsors in their sole discretion and governed by California law without regard to any conflict of laws principles. Submission constitutes permission to use the winner's name, picture, likeness, voice, biographical material and/or city and state of residence for purposes of trade, publicity or promotion for no additional compensation. The Call for Submissions is subject to all federal, state and local laws. Void where prohibited by law. Sponsors do not make any representation, warranty or guarantee, express or implied, relating to the Call for Submissions. You hereby agree to indemnify and hold harmless Sponsors and their respective affiliates, employees, officers, directors, and agents from any claim, liability, injury, damage or other loss arising out of or related to your participation in the Call for Submissions, including without limitation any Material submitted, any failure on your part to fully comply with these Submission Guidelines.