1. ELIGIBILITY: NO PURCHASE NECESSARY TO ENTER OR TO WIN. The “House of Payne Contest” (“Contest”) is open to all legal residents of the forty-eight (48) continental United States and the District of Columbia, age 18 years or older, who have Internet access as of June 15, 2008, except individuals under exclusive contract with an agent, employees, officers, directors and agents (and their immediate families (spouse, parent, child, sibling and their respective spouses) and household members (whether or not related)) of Superstation, Inc., (the “Sponsor”), Essence Communications, Inc. (“Essence”), Vitrue Inc. (“Vitrue”) and their respective parents, subsidiaries, divisions, trustees, franchisees, participating vendors, distributors, advertising and promotion agencies and affiliated entities (collectively, with the Sponsor, “Contest Entities”). Void wherever prohibited or restricted by law. Contest is governed by U.S. law and subject to all applicable federal, state and local laws and regulations. By entering the Contest, entrants agree to accept and be bound by all terms of these Official Rules and Regulations (“Official Rules”) and understand that they and/or their Submissions (as defined below) may appear in television, internet, print media and/or radio coverage of the Contest.

2. HOW TO ENTER: From 3:00p.m. Eastern Time (“ET”) on June 16, 2008 through 11:59p.m. on June 25, 2008 (the “Entry Period”), Sponsor will conduct a national Contest encouraging participants to enter for a chance to win a prize. To enter during the Entry Period, an entrant must log onto the TBS website, located at www.tbs.com (the “Website”) and complete and submit the online entry form, including his/her name, address, telephone number (including the area code), e-mail address (if any) and birth date; (ii) select one (1) of the following three (3) posted video clips to re-enact: “This is My Granddaddy,” the “Fried Chicken Prayer,” or the customized theme song for “House of Payne;” (iii) upload a sixty-second (:60) video of himself/herself re-enacting his/her version of the selected video (the online entry form and the video will be referred to collectively as the “Submission”). All Submissions must be submitted online using the uploading instructions located on the Website. Submissions must conform to the video format rules of tbs.com. Submissions must be in English. Any voice-over included as part of video story must be performed by entrant. To be eligible each online Submission must be received no later than 11:59p.m. ET on June 25, 2008. All Submissions become the property of the Sponsor and will not be acknowledged or returned. All Submissions must be submitted in the name of an individual person and prize can only be awarded to the person whose name is on the winning Submission. Entrant warrants and represents (a) he/she is the sole and exclusive owner of the Submission and all rights therein; (b) he/she has the full and exclusive right, power and authority to submit the Submission and to grant the Contest Entities the rights to the Submission herein granted upon the terms and conditions set forth herein; (c) no part of the Submission has been aired or; (d) no rights in the Submission have been previously granted to any person, firm, corporation or other entity or otherwise exercised or made use of or encumbered in any way; (e) his/her Submission does not defame or invade publicity rights or the privacy of any person, living or deceased, or otherwise infringe any person’s personal or property rights or any other third-party rights. Sponsor reserves the right in its sole discretion to disqualify any Submission at any time in the event it is determined Submission is offensive, inappropriate, not in keeping with Sponsor’s image or if it is determined that the entrant has not otherwise complied with these Official Rules. If the Submission contains any material or elements that are not owned by the entrant and/or which are subject to the rights of third parties, the entrant is responsible for obtaining, prior to submission of the Submission, any and all releases and consents necessary to permit the use and exhibition of the Submission by Sponsor in the manner set forth in these Official Rules, including, without limitation, name and likeness permissions from any person who appears in or is identifiable in the Submission. If any identifiable person appearing in the entry is under the age of majority in his/her state of residence, the parent or legal guardian is required to provide permission. Sponsor reserves the right to request proof of these permissions in a form acceptable to Sponsor from any entrant at any time. By submitting a Submission, participant (or, if an eligible minor, his/her parent or legal guardian) warrants and represents that he/she and any persons appearing or who are identifiable in the Submission consent to the submission and use of the Submission in the Contest in the manner set forth in these Official Rules. The Released Parties (as defined below) are not responsible for misdirected, delayed, incomplete, inaccurate, lost, late, illegible or undeliverable Submissions or votes, technical, hardware, or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions, intellectual property theft or other unauthorized use of intellectual property, or other errors or problems which may limit or affect a person’s ability to participate in the Contest, whether human, mechanical, typographical, printing, electronic, network or otherwise, relating to or in connection with the Contest, including, without limitation, errors which may occur in connection with the administration of the Contest, the processing or judging of Submissions, the tabulation of votes, the announcement of the prize or in any Contest-related materials. In the event of sabotage, acts of God, terrorism or threats thereof, computer virus or other events or causes beyond the Sponsor’s control, which corrupt the integrity, administration, security or proper operation of the Contest, Sponsor reserves the right, in its sole discretion, to modify, cancel or suspend the Contest (or a portion thereof). In the event of cancellation, Sponsor reserves the right to judge all eligible, non-suspect Submissions received prior to the event requiring such cancellation using the judging procedure outlined below. False or deceptive Submissions or acts will render the entrant ineligible. An entrant hereby acknowledges and agrees that the relationship between entrant and Sponsor is not a confidential, fiduciary, or other special relationship, and that entrant’s decision to submit his/her Submission to Sponsor for purposes of the Contest does not place Sponsor in a position that is any different from the position held by members of the general public with regard to elements of entrant’s Submission. By entering this Contest, entrant acknowledges and agrees that Sponsor may create on its own or obtain many Submissions under this Contest and that such Submissions may be similar or identical in theme, idea, format or other respects to others submitted under this Contest and/or other contests staged and/or sponsored by Sponsor, and waive any and all claims entrant may have had, may have, and/or may have in the future, that any Submissions and/or other works accepted, reviewed and/or used by other entrants and/or Sponsor (or its designees) may be similar to entrant’s Submission. Entrant acknowledges and agrees that Sponsor neither presently has, nor shall have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright in and to entrant’s Submission. Limit one (1) Submission per person or e-mail address.

3. FIRST ROUND JUDGING: Ten (10) semi-finalists (the “Semi-Finalists”) will be selected by Visitors (defined below) and two (2) finalists (the “Finalists”) will be selected by a representative of TBS (“TBS Judge”) and representatives of Tyler Perry Studios (collectively, the “Judges”) from among all eligible Submissions received during the Entry Period as follows: All eligible Submissions received will be posted on the Website where Visitors will be allowed to rate each Submission on a scale of 1 to 5. The top ten (10) rated Submissions, as determined by their ranking and by Sponsor in its sole discretion, will be determined to be Semi-Finalists and be submitted to Judges for Finalists selection. Two (2) Submissions (the Finalists) will be selected by the Judges from among the top ten (10) Semi-Finalists based on the following criteria: (i) 33% creativity, (ii) 33% on-camera presence and (iii) 34% enthusiasm (the “Judging Criteria”). Each Visitor will be allowed one (1) ranking vote per email address, per day, per Submission. Votes generated by script, macro or other automated means or with the intent to impair the integrity of the ranking process will be void. Each potential Finalist and Semi-Finalists will be notified by U.S. mail, e-mail and/or telephone on or around June 28, 2008 and will be required to fulfill all requirements set forth herein or such Semi-Finalist’s and/or Finalist’s place will be forfeited and, at Sponsor’s discretion, awarded to the entrants with the next highest rankings. Potential Finalists may be required to pass a civil, criminal and financial background check and may be disqualified if such check reveals anything in the Sponsor’s discretion that merits such action. Each potential Finalist will be required to execute an affidavit of eligibility, liability release and, except where prohibited by law, publicity release and return within ten (10) business days of date of issuance of notification. If any Finalist is a minor in his/her state of residence, his/her parent or legal guardian must execute and return such documents on his/her behalf. Each potential Finalist will also provide proof that he/she has obtained releases from all parties appearing on any Submissions. Sponsor reserves the right to select fewer than ten (10) Semi-Finalists if, in its sole discretion, it does not receive a sufficient number of eligible and qualified Submissions.

4. FINAL ROUND JUDGING: Beginning on or around 11:00a.m Central Time (“CT”) on July 4, 2008 and ending on or about 1:00p.m. CT (the “Finals Voting Period”), the Finalists will re-enact their video in front of the TBS Judge, a representative of Essence Communications, Inc. and audience members (the “Audience”) attending the “Tyler Perry Day” at the New Orleans Convention Center during the 2008 Essence Music Festival. The grand prize winner (“Grand Prize Winner”) will be selected from amongst the two (2) Finalists based on the following Judging Criteria; (i) 33% creativity, (ii) 33% stage presence and (iii) 34% enthusiasm. The Finalists and the Grand Prize Winner will be collectively referred to as “Winners.” The Grand Prize Winner will be declared pending verification of eligibility and compliance with these Official Rules. The Grand Prize Winner will be announced on or about July 4, 2008. Participants acknowledge and understand that Released Parties are not responsible for any unauthorized use by a third party of any Submission.

5. PRIZES:

FINALISTS’ PRIZES:

Two (2) Finalists will each receive a four (4) day/three (3) night trip to the 2008 Essence Music Festival in New Orleans, CA, for two (2), to compete for a chance to win the grand prize (defined below), at an approximate retail value (“ARV”) of up to Four Thousand Dollars ($4,000) per Finalist. The trip will include the following: (a) round-trip coach-class air transportation for two (2) from the major U.S. gateway airport nearest each respective Finalist’s residence to a New Orleans, LA-area airport; (b) one (1) room, double-occupancy standard hotel accommodations for two (2) at the Wyndham Riverfront Hotel in New Orleans, LA, for three (3) nights; (c) round-trip airport transfers good for transportation between the airport and the hotel; (d) a per diem in the amount of One Hundred Dollars ($100) per night for each Finalist (not to exceed a total amount of Three Hundred Dollars ($ 300)); and (e) two (2) tickets good for admission to one (1) concert each night of the trip. Actual value of Finalists prizes may vary based on point of departure and airfare fluctuations.

GRAND PRIZE:

One (1) Grand Prize Winner will receive a two (2) day/one (1) night trip to Atlanta, GA to tape a scene for the show “House of Payne,” at an ARV of Four Thousand Dollars ($4,000). The trip will include the following: (a) round-trip coach-class air transportation for two (2) from the major U.S. gateway airport nearest the Grand Prize Winner’s residence to Atlanta Hartsfield-Jackson International airport; (b) one (1) room, double-occupancy standard hotel accommodations for two (2) at a hotel in the Atlanta-area, for two (2) nights; (c) round-trip airport transfers good for transportation between the airport and the hotel; (d) a per diem in the amount of One Hundred Dollars ($100) per night for the Grand Prize Winner (not to exceed a total amount of Four Hundred Dollars ($400)); (e) the opportunity to meet with the producers and writers of “House of Payne” (the “Show”) and to perform a walk-on role in an episode of the Show; and (f) the opportunity to meet the creator, producer and/or cast members of the Show (collectively, the “Cast”). Should circumstances prevent or limit the opportunity to meet with the Cast of the Show or complete the Grand Prize Winner’s scene as a part of the Grand Prize, or if filming does not take place after the scheduling of the Grand Prize trip, for any reason, the Grand Prize Winner agrees that the Contest Entities will have no obligations other than to deliver the remainder of the Grand Prize.

TOTAL ARV OF THE THREE (3) PRIZES: Twelve Thousand Dollars ($12,000). No substitution or transfer of prize permitted by the Winners. All prize details are at Sponsor’s sole discretion. Sponsor reserves the right to substitute for any reason whatsoever the prize (or portion thereof) of comparable or greater value, at its sole discretion. The Winners are responsible for the reporting and payment of all taxes as well as any other costs and expenses associated with acceptance and use of a prize not specified herein as being awarded. If, for whatever reason, Sponsor does not or is not able to exhibit the Grand Prize Winner’s scene on-air on the TBS network, no compensation or substitution will be provided; however, the remainder of prize package will be awarded and Sponsor will have no further obligation to Grand Prize Winner. The Winners are responsible for all costs and expenses not expressly provided for above, including, without limitation, additional ground transportation, meals, tickets to additional Essence Festival activities, incidentals, tips, telephone calls, souvenirs, other personal expenses and hotel charges incurred during the trip. All travel arrangements must be made through Sponsors’ agent on a carrier of Sponsors’ choice. Dates are subject to availability and certain black-out dates and other travel restrictions may apply. Sponsors reserve the right to approve any travel dates. The Finalist trips must be taken by July 4, 2008. The Grand Prize trip must be taken by December 30, 2009. Sponsors are not responsible for any travel related delays or cancellations.

6. GENERAL RULES AND REGULATIONS: By entering this Contest and/or accepting the prize, participants grant Sponsor and its designees the right, unless prohibited by law, to use their names, cities and states of residences, voices, performances, pictures and likenesses (including recorded media coverage), without compensation, notification or approval, for the purpose of advertising, promotional and other purposes, in any manner or medium, now or hereafter known, throughout the universe in perpetuity. Potential Winners will be required to execute an affidavit of eligibility, liability release, tax acknowledgment form and, except where prohibited by law, publicity release and return within five (5) business days of date of issuance of notification. Noncompliance within this time period or failure of such potential Winner to respond to a notification attempt within five (5) days of such attempt may result in disqualification and, at Sponsor’s discretion, the Finalist with the next highest number of votes will be declared a potential Winner. If: (i) any prize or prize notification is returned as undeliverable, (ii) a potential Winner declines his or her prize; or (iii) a potential Winner fails to comply with any of the Official Rules as outlined herein, he/she will be disqualified and, at Sponsor’s discretion, the Finalist with the next highest ranking will be declared the potential Finalist. If a Winner is a minor in his/her state of residence, Sponsor reserves the right to award the prize in the name of his/her parent or legal guardian who will be responsible for fulfilling all requirements imposed on Grand Prize Winner set forth herein. With respect to the participants’ Submissions, participants hereby irrevocably grant Sponsor and its designees the non-exclusive, perpetual, universal right to use their Submissions, in whole or in part, alone or in combination with other material, or as a basis for new material, as Sponsor may determine in its sole discretion, and to use the Submission in connection with the Contest and related advertising and promotion or otherwise, but not as a direct endorsement of any product or service. Without limiting the generality of the foregoing, participants agree that the rights granted hereunder shall include, but not be limited to, the perpetual, universal right of Sponsor and its designees to use, edit, telecast, cablecast, rerun, record, publish, reproduce, license, print, distribute and/or otherwise exploit, in any language and in all media now known or hereafter devised, the Submissions in whole or in part, without any further compensation to participant or any third party. Participants may be required to execute any documents necessary to perfect such rights in the Sponsor. The Contest Entities, and their respective officers, directors, employees and agents (collectively, the “Released Parties”) expressly disclaim any responsibility and entrants agree to indemnify and hold harmless the Released Parties from and against any and all claims, actions, demands and/or liability for injury, damage or loss whatsoever relating to or arising in connection with participation in this Contest (regardless of the cause of such injury, damage or loss), Sponsor’s use of any materials submitted by participant and/or the delivery and/or subsequent use or misuse of any of the prize awarded.

7. OFFICIAL RULES OR WINNERS’ LIST: For a copy of these Official Rules or the Winners List (available after August 16, 2008), send a self-addressed, stamped envelope to the following address by October 16, 2008 (please specify “Official Rules” or “Winners”) – “House of Payne Contest,” 1050 Techwood Drive, N.W., Atlanta, GA 30318. VT residents may omit return postage on rules requests.

SPONSOR: Superstation, Inc., 1050 Techwood Drive, N.W., Atlanta, GA 30318.

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