These are the terms and conditions ("Official Rules") that apply to Atom Digital Inc.'s ("Atom") 2009 "Operation Olivia: The Star Wars Challenge" Contest (the "Contest") which is sponsored by Atom.com ("Atom"), a wholly owned subsidiary of MTV Entertainment Group, a part of MTV Networks, a division of Viacom International Inc. We will use the term "Sponsor" to mean and refer to all of these business units and entities collectively. The Contest will be posted on http://olivia.atom.com (the "Website") on or before the Entry Period (as defined in Section 2) commences, and entry to the Contest will be hosted exclusively on the Website. All determinations and decisions of Atom in connection with the Contest and these Official Rules shall be final and binding for all purposes on all entrants, contestants, participants, winners and all other parties and Atom has the sole and exclusive right to exercise its discretion and judgment in all matters regarding the administration, operation and conduct of the Contest. This Contest is void wherever prohibited or restricted by law.

1. Who is Eligible to Enter. You must live in one of the fifty United States or the District of Columbia and be considered an adult and permitted to enter into binding contracts in the State in which you are a legal resident, in order to enter, participate or win. At all times when you enter, during the course of the Contest, entrants cannot have entered into any binding legal agreements precluding them from entering, participating or winning the Contest. Said legal agreements that might preclude you shall include, without limitation, production, development or distribution contracts with any online or internet content provider, motion picture studio, motion picture production company, television production company, or licensed network television and/or cable company. But for avoidance of doubt and clarification, said types of legal agreements do not automatically preclude you from entering, participating, or winning the Contest. A group is generally not permitted to enter or submit an entry in this Contest and any attempt to submit a Video or otherwise enter the Contest by or on behalf of a group (e.g., multiple entrants) without advance authorization from Atom, may subject the entry to disqualification. If a group is permitted by Atom to enter, only a single individual, designated in writing by all of the members of the group and subject to any additional requirements deemed appropriate by Atom, shall have any right to be deemed the entrant, to participate and to win and all actions, failures to act, decisions, determinations, agreements and authorizations from and by that individual shall be deemed and construed to bind the entire group. Atom assumes no responsibility for any disputes among or between members of any group or any disputes among individuals or entities that have any rights or interests in any Contest entry, Video, or otherwise in connection with this Contest and Atom reserves the right to revoke its permission for any group to enter, participate and/or win and be awarded a prize and to disqualify any group entry at any time, with or without notice of any kind.

Employees of MTV Networks, Lucasfilm, and their respective affiliated companies, sponsors, subsidiaries, advertising agencies (and the immediate families and members of the same household of each of these) are not eligible to enter, participate or win. By submitting an entry and/or participating in this Contest, entrants agree to comply with and be bound by these Official Rules and by the decisions of Atom, which are final in all matters relating to this Contest. The Winner and each entrant must comply with all laws, regulations and requirements that apply to him or her and to her or his participation, entry or selection as a Winner, the award of any prize and any and all costs, expenses, liabilities and obligations incurred by anyone entering, participating, or winning are the sole responsibility of that person and not Sponsor.

2. When You Can Enter. The period during which Eligible Entries (defined in Section 3) may be submitted shall commence on or around 9:30 PM Pacific Time ("PT") on July 24, 2009 and end at 11:59:59 AM PT on September 3, 2009 (the "Entry Period"). Time of receipt of the Video portion of an entry shall be the time when the entry is actually received by the Website, as recorded or documented by the Website's operating systems. Proof that you uploaded an entry does not constitute proof or evidence that all or any portion of your entry was actually received by Atom within the Entry Period.

3. What is an Eligible Entry. An "Eligible Entry" means an entry submitted by an eligible person (See Section 1) that includes a Video that complies with these Official Rules. Any entry submitted by someone who is not eligible or that is incomplete, inaccurate, illegible, not viewable, not submitted during the Entry Period or in any way not in conformity or in compliance with all of the terms and conditions of these Official Rules is not an Eligible Entry and subject to disqualification by Atom. Each entrant may upload no more than three (3) Videos as entries in this Contest. Multiple entries which are derivatives or different versions of the same entry may not be submitted by you or any other entrant and Atom reserves the right to disqualify all or any derivative or different versions of any entries. All entries become the property of Atom.

Each Eligible Entry consists of a completed Video as described below:

(a) "Video" means an original audio-visual sequence of images that is no longer than five (5) minutes in duration when viewed at normal speed. In the Video you should describe your best idea for an original, comedic Star Wars themed short film with a prominent role for Olivia Munn. Your Video should also describe your background as a filmmaker and any other information or material that is helpful in conveying your idea. The term "original" in these Official Rules means the Video was newly created by you, using the approved media assets, which may be found at www.atom.com/spotlights/starwars/challenge/guidelines.html (the "Approved Assets"). Original also means that, with the exception of the Approved Assets, you and no one else, have complete, sole, exclusive, and unrestricted rights, title and interest in and to the Video when you submit it to Atom as part of your entry AND that you have the right and authority to give Atom all of the rights in and to your Video that are described in these Official Rules. If you cannot legally and properly represent to Atom that your Video is original, do not enter it into the Contest.

As described in more detail in Section 4, you must submit the Video portion of your entry to Atom by uploading it through and adhering to the requirements and guidelines described on http://olivia.atom.com. Your Video must be in a digital format that meets the following requirements:

Supported Media types
Video files up to 100 MB
* Formats: .3gp, .avi, .flv, .mov, .mp4, .f4v, .mpeg, .mpg, .wmv

Flash files up to 15 MB
* Flash Animation (.swf) files created in versions 9 or 10

Videos must conform to the current policies and requirements that apply to Atom programming material, including, but not limited to, MTV Networks' "User Content Submission Agreement" and any special rules and requirements that apply to MTV Networks Internet/Web programming. Atom reserves the right to disqualify any Video that does not conform to any of the foregoing requirements or Atom may, in an effort to render the Video conforming, either (i) request the entrant to modify and/or edit the Video to render it conforming (in a manner, within a time period and subject to requirements specified by Atom) or (ii) itself arrange to modify and/or edit the Video which, by submitting a Video, you grant Atom the unrestricted and unconditional right to do. You understand none of these measures guarantees your Video will conform or be considered an Eligible Entry, even if Atom edits and/or modifies your Video. The following policies and requirements are examples of those you must comply with when creating and submitting your Video. Your Video must NOT contain:

To be considered an Eligible Entry, your Video must be submitted in accordance with all the terms and conditions of these Official Rules. Atom is not responsible for any entry that is not submitted within the Entry Period or received when required by these Official Rules or that is submitted incorrectly regardless of the reason or cause and even if due to human or equipment failure on the part of Atom, including, without limitation, malfunctions of telephones, networks, computer or communication systems, defects in material, media, digital file transfers (e.g., uploads or downloads), the Internet/World Wide Web, the Website, messaging or other problems with services, service providers, carriers or anything else. Atom is also not responsible for any loss or damage that may occur because of your participation, entry, attempted entry, winning or being awarded a prize in connection with this Contest.

4. How You Enter. Before you submit your Video as an entry in the Contest, you must first register as an Atom.com member, entering a valid email address that can be used to contact you. Next, you must join the Operation Olivia "group" by following the instructions at http://olivia.atom.com. Once you have joined the group, you may follow the instructions on the Website to upload / share the Video on the Group. Your entry is not complete until you have shared your Video, making it viewable by others on the Operation Olivia website.

In the event these Official Rules conflict with the Terms of Service for the Website, these Official Rules shall apply. As already mentioned the Video, as well as all other parts of your entry, becomes the property of Atom and will not be returned. Please make sure you comply with the Entry Period and deadlines noted in Section 2. Sponsor reserves the right to display, broadcast, perform or otherwise exhibit any Video entered in the Contest, at any time or times, on the Website or on any affiliate's or third party web site(s) without notice, consideration, compensation or otherwise to any entrant or any other party, unless otherwise agreed upon in advance by Atom.

As stated above, each entrant may upload no more than 3 Videos as entries in this Contest.

5. Selection of Winner. The Winner will be determined by a designated and qualified panel of judges. Here's how it works:

Sponsor shall designate a panel of judges comprised of Olivia Munn, Atom executives, and Lucasfilm executives (collectively, the "Contest Judges"), who will review all Eligible Entries based on quality, description of the entertainment value of the film, description of Olivia Munn's role in the film, description of the filmmaker's background and qualifications, sense of humor, originality and any other criteria they deem reasonable in their professional judgment. The Contest Judges reserve the right to contact entrants during the judging phase in order to ask questions and discuss their respective Videos. At the conclusion of the Entry Period, the Contest Judges will select one (1) Eligible Entry as the Contest Winner (the "Winner") and the Winner will be announced and/or posted on the Website beginning at 11:59:59 AM PT on or about September 24, 2009.

The Winner selected by the Contest Judges must qualify, complete all the requirements of these Official Rules (including those in Section 6). In the event the selected potential Winner fails to qualify or complete the requirements necessary to be declared the Contest Winner, for any reason, Sponsor reserves the right to disqualify that selected entry and choose another potential Winner from among the remaining Eligible Entries. The decision of Atom shall be final, binding and conclusive on all the parties for all purposes.

Prize: There will be only one (1) Winner who will be awarded the following prize: 1) his or her Video and treatment will be used as the basis for a development offer for a short film starring Olivia Munn; 2) the opportunity to use Olivia Munn's performing services in the short film for a period of up to six (6) hours within one (1) day at a date, time and location to be determined in Atom's sole discretion; and 3) Five Thousand Dollars ($5,000.00) for production costs for the short film. Travel expenses, taxes and other costs and obligations which may arise from the receipt, award, benefit or use of any prize is the sole responsibility of the prize recipient.

In order to be declared the Winner, the selected potential Winner must sign (a) an affidavit of eligibility and compliance with all of the terms and conditions of these Official Rules, and a comprehensive and complete release from liability in favor of MTV Networks, any and all sponsors and each of their respective corporate parents, partners, subsidiaries, affiliated entities, advertising agencies and the shareholders, officers, directors, employees and agents of each of the foregoing, from any and all liability, losses, claims, demands and causes of action, including, without limitation, any personal injury and/or property damage, theft, loss, or any other damage or harm suffered in connection with this Contest or any entry, Video, and/or the award, use or acceptance of any prizes; (b) except to the extent prohibited by law or regulation, a promotional release granting MTV Networks, its affiliates, sponsors, promotional partners and advertising agencies, the right to use his or her name, voice, image, likeness or other characteristics and attributes for advertising, marketing, promotional and publicity purposes without notice and without consideration or compensation in any and all forms of media and communications, now known or hereafter developed. Entry into the Contest constitutes an agreement to sign such all releases (unless prohibited by law) and all documents or legal agreements required by Atom in connection with this Contest, and if a group entry is permitted, your entry constitutes a representation and warranty that the entrant has the right and authority from all members of the group to sign on their behalf and to bind each member of the group, their legal representatives, successors and assigns to each and every term and condition of these Official Rules; and (c) a work-for-hire agreement with Atom, giving Atom all rights in all media to the short film.

Atom may disqualify any entry and entrant and select another potential Winner from among the remaining Eligible Entries if (a) after reasonable efforts to contact the selected potential Winner Atom is unable to do so or receives no response within three (3) business days after the selection of the Winner, or (b) if any potential Winner is unable, unwilling or does not, for any reason, return all of the required documents, unaltered and fully executed, within ten (10) days of their transmittal to the potential Winner or otherwise fails to comply with these Official Rules.

Throughout the Entry Period and any time thereafter, the Contest Judges will have the right to select certain Eligible Entries for promotion on the Website (the "Staff Picks"), whether or not any particular Staff Pick may or may not be selected as the Contest Winner. STAFF PICKS POSTED FOR VIEWING ARE MERELY FOR PROMOTIONAL PURPOSES IN CONNECTION WITH THE CONTEST AND WILL NOT BE AWARDED PRIZES, unless one is later selected as the Contest Winner.

6. Ownership Rights; Rights to Use Entries. Past experience has shown that contests and promotions generate similar submissions or entries which closely resemble concepts and ideas developed by MTV Networks, whether before, during or after the Contest. Entrants may see a presentation which seemingly incorporates an idea or concept or includes materials similar to that contained in their entry. Any similarity may be purely coincidental and is always unavoidable in light of the volume of ideas which MTV Networks routinely considers in the course of its program development. Consequently, Atom must, and has adopted policies and procedures to protect itself from potential liability and claims and as part of these Official Rules requires all entrants to agree that: (i) Atom may use any and all ideas, concepts, material and expression, in whole or in part, submitted or contained in an entry, Video, Application or other material you submit (ii) all entries and entry materials become the property of Atom and will not be returned, (iii) entrants represent she or he has obtained all rights, permissions and licenses necessary to use, without condition or restriction, any and/or all parts of his or her entry (including, without limitation, the Video), for any purpose, (iv) subject to any specific authorizations set forth in these Official Rules with regard to Lucasfilm, the Approved Assets, or Olivia Munn's name, image, and likeness, no Video or other material submitted, nor any part thereof, infringes any trademark, copyright or other property right, violates anyone's right of privacy or publicity, any law, regulation or agreement or obligation by which he or she may be bound and (v) entrants consent to Atom displaying, performing, making available for access, display, performing, using and exhibiting the Video, in whole or in part, throughout the universe, in perpetuity, in all media and means, now known or hereafter developed or discovered, for commercial purposes or any other purpose whatsoever.

If you enter, attempt to enter, participate and/or are selected as the actual Winner, you agree that your Video may be used by Sponsor, any parent, subsidiaries and affiliates, in whole or in part, for any purpose whatsoever without notice, consideration or compensation of any kind and even if there are any rights you may claim or arguably retain anywhere in the world (and without negating or limiting any of the provisions of these Official Rules), you grant MTV Networks a non-exclusive, irrevocable, unconditional and unrestricted right and license to exhibit, broadcast, copy, reproduce, encode, adapt, reformat, compress, encrypt, incorporate data into, edit, broadcast, rebroadcast, transmit, record, publicly perform, create derivative works of, distribute and synchronize in timed relation to visual elements, all and/or any portions of your entry (including, without limitation, your Video), in any manner, an unlimited number of times, in any and all media, now known or hereafter developed or devised, throughout the universe, in perpetuity. Notwithstanding the foregoing, and for avoidance of doubt and clarification, as between all entrants and Lucasfilm, all rights, title, and interest of the Approved Assets (which, as a reminder, are the Lucasfilm assets defined in Paragraph (a) above) shall remain with Lucasfilm.

7. Indemnity. If you enter, attempt to enter, submit all or any part of an entry, participate, or are selected as a potential or Winner, you agree (x) to defend, indemnify and hold MTV Networks, Atom.com, Lucasfilm, Viacom International Inc. and any parent, subsidiaries and affiliates, harmless from and against any and all claims, suits, losses, damages and expenses (including reasonable attorneys' fees) that arise from your non-compliance with, violation or breach of any of the terms or conditions of these Official Rules, including, without limitation, the representations and agreements in Section 6 and (y) to execute and deliver to Atom all forms and documents, releases and agreements as specifically described and required hereunder, as well as any additional documents reasonably requested by Atom, including, without limitation, those necessary to prove unrestricted ownership in all entry materials and correspondingly your right to provide these entry materials to Atom as described and Atom's right to use such entry materials without limitation for any and all purposes, as its own and as contemplated and described hereunder. If chosen as the actual Winner, you further unconditionally and irrevocably assign all right, title and interest in all entry materials and agree to execute and deliver to Atom such documentation as is requested by Atom and reasonably necessary to enable Atom to record, document, perfect and enforce such rights, title and interests, as permitted by law.

8. General. Atom reserves the right to disqualify any individual and/or any entry or entrant it finds or believes to be or to be related to (a) any disruption, tampering or interference with the Contest or its operation or any other party associated with the Contest, (b) in breach or violation of the Official Rules, any law or regulation or any other agreement or obligation or (c) acting in an inappropriate, unsportsmanlike or disruptive manner or with intent to annoy, intimidate, abuse, threaten or harass any other person or otherwise as prohibited hereunder. Any attempt to undermine the legitimate or intended operation of the Contest may be a violation of criminal and civil laws and Sponsor reserves the right to seek damages to the fullest extent permitted by law and to report and provide any and all information to law enforcement agents and officials.

The laws of the State of New York shall govern the interpretation and enforcement of these Official Rules and this Contest. The courts of the State of New York and the Federal court located in New York County, shall have sole and exclusive jurisdiction of any controversies regarding these Official Rules and this Contest and entrants submit to the exclusive and personal jurisdiction of such courts and waive any and all objections to jurisdiction and venue in these courts, including any objection that the forum is inconvenient. BY ENTERING, SUBMITTING AN ENTRY OR ATTEMPTING TO DO SO, AND/OR BY PARTICIPATING OR ACCEPTING ANY PRIZE, YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO ANY TRIAL BY JURY.

If, for any reason, the Contest is not capable of running as planned or if Atom believes or has any reason to believe, the Contest is or has been tampered with or is not operating as contemplated, including, without limitation, due to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, insufficient entries or any other causes which does or may corrupt or affect the administration, operation, security, fairness, integrity or conduct of this Contest, Atom reserves the right in its sole, absolute and unequivocal discretion to cancel, terminate, modify or suspend the Contest and select a potential Winner from Eligible Entries received up to that time. Entries that have been tampered with or altered are void and subject to disqualification.

9. Winner. To get the name of the Contest Winner, after September 24, 2009, send a written request, together with a self-addressed, stamped envelope to:

MTV Networks
345 Hudson Street, 9th Floor
New York, NY 10014
Attention: Office # 9-207

All requests must be received by December 1, 2009. Vermont residents may omit return postage.

10. The Contest is sponsored by Atom.com / MTV Networks, 345 Hudson Street, 9th Floor, New York, NY 10014.

Atom2009 Operation Olivia: The Star Wars Challenge July 15, 2009