OFFICIAL RULES
LIPTON "FREE YOUR Y" CONTEST

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS CONTEST.
A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.
ENTRY OPEN TO LEGAL RESIDENTS OF THE 50 UNITED STATES AND DISTRICT OF COLUMBIA ONLY,
18 YEARS OF AGE OR OLDER, OR AGE OF MAJORITY IF GREATER THAN 18.

1. Contest Dates: The Lipton “Free Your Y” Contest (“Contest”) begins April 15, 2008 at 12:00:01 am Eastern Time (“ET”), and ends June 2, 2008 at 11:59:59 pm ET (“Contest Period”). During the Contest Period there are a series of Contest-related events which start and end on or about the dates and times noted below:

2. Contest Entities: The Contest is sponsored by Conopco Inc., d/b/a Unilever, of 700 Sylvan Avenue, Englewood Cliffs, NJ 07632 and is executed on www.youtube.com by YouTube, Inc. of 1000 Cherry Ave. 2nd Floor, San Bruno, CA 94066 U.S.A. and is administrated by Marden-Kane, Inc. of 36 Maple Place, Manhasset, NY 11030 U.S.A. (the “Administrator”) (collectively referred to as the “Contest Entities”).

3. Eligibility: Submitting a video in this Contest is open to persons who on the date of entry are legal residents of one of the fifty (50) United States or the District of Columbia, at least 18 (eighteen) years of age, or age of majority if greater than 18, and are registered users of http://www.youtube.com (including all mirror or derivative sites, and all replacements or successor versions thereof) (“YouTube Site”) (“Registered User”). Employees, officers, directors and their immediate family members of the Contest Entities and their respective parents, affiliated and subsidiary companies, advertising and promotion agencies, legal and financial advisors, and any and all other companies associated with this Contest are not eligible to enter. For purposes of this Contest, “immediate family members” means parents, spouses, children, siblings, in-laws, grandmother, or grandfather. To become a Registered User of the YouTube Site, you must register for an account and agree to the YouTube Site's “Terms of Use” set forth at http://www.youtube.com/t/terms (“Terms of Use”). There is no fee or charge to become a Registered User.

4. How to Enter: To enter, create and submit a Lipton “Free Your Y” video submission for one of the three Contest Categories outlined in Rule #5 (a “Video Submission”). For the purpose of this Contest, a Video Submission is a YouTube video file that follows the technical, creative, and legal requirements disclosed in Rule #5 and elsewhere in these Official Rules. Entrants' initial YouTube Lipton “Free Your Y” Video Submission may be submitted anytime during the Video Submission Period at the Lipton “Free Your Y” area located online at www.youtube.com. There is no limit to the number of times a Registered User may enter.

5. Video Submission Technical/Creative Requirements:

• Running Time: 2 minutes maximum, including any credits. If entry is longer than 2 minutes the entry may be disqualified.
• Language: English
• Creative Requirements: In addition to the technical requirements the following creative elements are a requirement of entry and must be included in a Video Submission:

1)The entrant must create a video submission that falls into one of the three following categories*:

a. Move & Groove: Cut loose. Make it old school, original, or freestyle - whatever moves you. Use any of the music tracks we've supplied, or your own originals. Please, no copyrighted tunes.
b. Tricks & Feats: Show us your skills. Like a reverse dunk or your Triple Lindy, let's see your best trick shot or athletic move.
c. Free For All: Here's your chance to showcase your unique talent. Whatever doesn't fit into the other categories. Stupid human tricks, impersonations, or watermelon juggling - anything goes!

* In the production of Entries, Entrants may not perform, and Entries may not depict, acts which in the sole discretion of the Judges or Sponsor, are or could be dangerous, illegal, or antisocial. These videos will not be accepted.

Note: There is no limit to the number of times a Registered User may enter.

Video Submissions must also comply with the YouTube Site's “YouTube Community Guidelines” set forth at http://www.youtube.com/t/community_guidelines (“Code of Conduct”) and must not:

(i) include trademarks, logos, or copyrighted material not owned by entrant or used without permission (such as company names, music, photographs, works of art, or images published on or in websites, television, movies, or other media);
(ii) use individuals' names, in whole or in part (including the entrant's last name) without permission;
(iii) refer to public figures;
(iv) contain profanity, pornographic, or sexual content, content promoting alcohol, illegal drugs, tobacco, firearms, or weapons, hateful content of any kind (including racism, sexism, etc.), content that promotes violence or harm to another living creature, or any other offensive, obscene, or inappropriate content;
(v) defame, misrepresent, or contain disparaging remarks about other people or companies, including, but not limited to Sponsor;
(vi) promote a political agenda regardless of the political affiliation;
(vii) contain materials embodying the names, likenesses, photographs, or other identifying elements of any person, living, or dead without permission.

Sponsor and/or Administrator, and/or their designated representatives, will review all Video Submissions received during the Video Submission Period on the contest Website and will only post those Video Submissions on the Contest Web Site located at www.youtube.com/liptonfreeyoury that conform to these Official Rules and the Terms of Use and Code of Conduct (collectively, the “Official Rules”) , as determined by the Sponsor and/or Administrator in their sole discretion (“Eligible Video Submissions”). Entries that do not comply with these Official Rules, as determined in Sponsor and/or Administrator's sole discretion, will be disqualified from the Contest and may not appear on the Contest Web Site. Decisions of the Sponsor and/or Administrator are final and binding.

6. Entry Terms: Void where prohibited. By entering, and as part of the Official Rules, entrants agree to comply with YouTube's Terms of Use (www.youtube.com/t/terms) and Privacy Policy (www.youtube.com/t/privacy). By entering, entrant warrants that his or her idea and video submission and all elements thereof satisfy the Terms and Conditions of YouTube's Terms of Use, including, without limitation, warranting that the Video Submission in this contest:

(i) is the original work of the entrant;
(ii) has not previously been published or won an award or prize of any kind;
(iii) does not infringe or violate the rights of any third party, including but not limited to, copyrights, trademarks, patents, trade secrets, logos, contract and licensing rights, rights of publicity or privacy, moral rights, or any other intellectual property rights;
(iv) is not subject to any third party agreements, and that the Sponsors will not be required to pay or incur any sums to any person or entity as a result of their use, exhibition or exploitation of the idea or video or elements therein;
(v) has written proof that required permits from local authorities and other permissions required to produce Video Submission have been obtained;
(vi) does not contain any content that is likely to be considered offensive by Sponsors or could adversely affect the name, reputation, or goodwill of the Contest Entities.

Entries may only be submitted by a single Registered User. Group entries will not be accepted (e.g., although different individuals might have taken part in the making of a Video Submission, and more than one individual may star in the Video Submission, only one individual may be considered to have produced and submitted the video submission). By entering the Contest, each entrant represents and warrants that he or she has obtained all of the rights, licenses, and permissions from each person who appeared in or helped to create the Video Submission. If Sponsor and/or Administrator determines in its sole discretion that an entrant has breached a representation or warranty, the entry will be disqualified. Neither the Contest Entities nor any of their respective parents, subsidiaries, affiliates and each of their respective officers, directors, shareholders, agents and employees, nor any Internet access providers (collectively “Released Parties”) are responsible for incorrect or inaccurate entry of information, human error, technical malfunction, lost/delayed data transmission, omission, interruption, deletion, defect, line failure of any telephone, computer or other network, computer equipment, software or any combination thereof, inability to access the YouTube web site, for problems uploading or downloading any Contest-related materials from the web site, or for late, lost, damaged, misdirected, incorrect or incomplete entry. For purposes of these Official Rules, receipt of entry occurs when YouTube's servers successfully receive the uploaded video file and record the required entry information. Any entry information collected from the Contest shall be used only in a manner consistent with the consent given by entrants at the time of entry, with these Official Rules, and with YouTube's Privacy Policy.

7. Judging to Determine Finalists and Alternates: All eligible Entries received during the Video Submission Period for Entries will be judged by a panel of representatives of the Sponsor (“Panel”). The Panel will score each eligible entrant's video based on the following judging criteria, each given equal weight:

• How well does the submission show how the entrant releases their “youthful spirit”?
• How creative is the submission?
• How is the technical execution (e.g., Camera/Sound/Lighting/Editing)?
• What it the overall impression?
• How well the submission reflected one of the submission categories.

Based on the Panel's scores, up to fifteen (15) Entries are defined as “Potential Finalists” and up to the next five (5) highest scoring entries become “Alternates”. In the event of a tie, all tied entries will be re-judged by an additional judge selected by Sponsors, who, using the judging criteria will break the tie. The judges' decisions are final and binding in all matters relating to this Contest.

8. Potential Finalist and Alternate Notification: Up to fifteen (15) Potential Finalists and up to five (5) Alternates will be notified by e-mail by the Administrator on or about May 14, 2008 and will be required to sign and properly execute the following documents and return them via e-mail or facsimile (and subsequently by mail per instructions to be provided) to Administrator (Marden-Kane, Inc.) by 3:00 PM ET May 16, 2008: (1) a Personal Release; (2) an Affidavit of Eligibility and Liability Waiver; (3) where lawful, a Publicity Release. If any Potential Finalist or Alternate is under the age of majority in his/her/state of residence, required documentation must be signed by parent/legal guardian. If any documents sent by any means to a Potential Finalist/Alternate are returned as undeliverable or if a Potential Finalist or Alternate fails to properly execute and return all documents described herein in the time noted, or if a Potential Finalist or Alternate is found not to be eligible or not in compliance with these Official Rules, the Terms of Use, and/or the YouTube Code of Conduct the Potential Finalist or Alternate will be disqualified and, at the sole discretion of the Sponsor, time permitting, the next highest scoring Video Submission will move up and notified time permitting and at the sole discretion of the Sponsor.

9. Public Voting: At the commencement of the Public Voting Period set forth in Section 1 above, up to fifteen (15) Video Submissions (“Finalists”) that have been cleared per section 8, if any, will be posted for public voting on the Contest Web Site and other web sites to be determined at the sole discretion of the Contest Entities. Each day during the Public Voting Period registered YouTube members may vote a maximum of once per video, per day during voting period. Persons voting will be encouraged to use the Judging Criteria in Section 7 to critically evaluate Finalist Videos. Subsequent votes in excess of stated maximum per voting day by a single registered member will be disqualified.

10. Determining the Grand Prize Winner: At the end of the Public Voting Period set forth in Section 1 above, the Final Public Vote count will be recorded. Upon verification of the results from the Public Vote, the Panel may, in their sole discretion, use the results of the Public Vote as part of the determination of the Potential Grand Prize Winner. In the event of a tie for determining the Grand Prize Winner, all tied entries will be re-judged by an additional judge selected by Sponsor, who, using the judging criteria will break the tie. The Grand Prize winner's Video Submission will be featured on the YouTube Site on or about June 2, 2008.

Designation as a Finalist Video and/or the Grand Prize winner is subject to Registered User's proof of compliance with these Official Rules, maintaining compliance with these Official Rules and YouTube membership, and approval by Sponsor. Entrants acknowledge that other entrants may have created ideas and concepts contained in their Video Submission that may have familiarities or similarities to his/her Video Submission, and that he/she will not be entitled to any compensation or right to negotiate with the Contest Entities because of these familiarities or similarities. The Judges' and Sponsor's decisions are final and binding in all matters relating to this Contest, including interpretation and application of these Official Rules.

11. Notification of Grand Prize Winner: Affidavit of Eligibility/Liability Release and Publicity Release. The Potential Winner will be notified by mail, telephone, and/or email, in Administrator's sole discretion, on or about June 2, 2008. Potential Winner (and parent/legal guardian if such entrant is deemed a minor in his/her state of residence) will be required to sign and properly execute the following document and return it via facsimile (and subsequently by mail) to Administrator within 24 hours of attempted notification: (1) W-9 Tax Form. If any documents sent to Potential Winner by any means are returned as undeliverable or if Potential Winner fails to properly execute and return all documents described herein in the time noted, or if Potential Winner is found not to be eligible or not in compliance with these Official Rules, the Potential Winner will be disqualified and the Judges will determine who will be selected as the alternate potential Grand Prize winner based on the next highest scoring entry as determined by Judges. No more than one (1) Grand Prize will be awarded. Except where prohibited by law, all entrants agree that Sponsor may announce the name, home city, and state of winner online. In the event that a Potential Winner is disqualified for any reason, Sponsor will award the prize to an alternate entrant based on the judging criteria detailed above even if the disqualified Potential Winner's name or Video Submission may have been shown or announced online.

12. Prize: One (1) Grand Prize: A check for $25,000. One (1) Second Prize: A check for $10,000. One (1) Third Prize: A check for $5,000. All federal, state, or other tax liabilities are the responsibility of the winner. All details of any prize not specified herein shall be determined solely by Sponsor.

13. Additional Contest Terms: By entering this Contest, and to the extent allowed by law, entrants grant Sponsor, YouTube and each of their affiliates, licensees, promotional partners, and third party marketing entities the absolute right and permission to edit, modify, cut, rearrange, add to, delete from, copy, reproduce, translate, dub, adapt, publish, exploit, and use the content of and elements embodied in the Video Submissions, entries, and the entries themselves, in perpetuity in any and all media, including but not limited to digital and electronic media, computer, audio and audiovisual media (whether now existing or hereafter devised), in any language, throughout the world, and in any manner, for trade, advertising, promotional, commercial, or any other purposes without further review, notice, approval, consideration, or compensation. Entrant's waive and release Sponsor, YouTube and each of their affiliates from any and all claims that entrants may now or hereafter have in any jurisdiction based on “moral rights” or “droit moral” or unfair competition with respect to Sponsor's or YouTube's exploitation of entries without further notification or compensation to entrants of any kind, and agree not to instigate, support, maintain, or authorize any action, claim, or lawsuit against Sponsor, YouTube and each of their affiliates, licensees, or any other person in connection with this Contest, on the grounds that any use of any entry, or any derivative works, infringe or violate any of entrants rights therein. By entering this Contest, entrants agree that Sponsor, YouTube and each of their affiliates, licensees, promotional partners, and third party marketing entities shall have the right and permission to use the name, picture, voice, biographical data, photograph, testimonial, or other likeness and/or prize information or personal exposition (and/or any edited portion thereof), and/or any information contained in his/her Video Submission or entry for promotional, advertising, and/or publicity purposes in any media, now or hereafter known, throughout the world in perpetuity, without compensation or notice to, or further consent of, to the winner to the extent permitted by law. Neither Sponsor, nor YouTube will enter into any correspondence, including e-mail, with non-winning entrants. The Contest Entities reserve the right, in their sole discretion, to disqualify any individual found tampering with the entry process or entry materials or otherwise interfering with the proper administration of the Contest or violating these Official Rules. EACH ENTRANT ACCEPTS THE CONDITIONS STATED IN THESE OFFICIAL RULES, AGREES TO BE BOUND BY THE DECISIONS OF THE JUDGES AND PUBLIC VOTING, WARRANTS THAT THEY ARE ELIGIBLE TO PARTICIPATE IN THIS CONTEST, AND AGREES TO RELEASE, INDEMNIFY, AND HOLD HARMLESS CONTEST ENTITIES AND EACH OF THEIR PARENT COMPANIES, DIVISIONS, SUBSIDIARIES, AFFILIATES, ADVERTISING, PROMOTION, AND PUBLIC RELATIONS AGENCIES, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENCIES OF EACH FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY, AND DAMAGES OF ANY KIND, (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ASSERTED AGAINST ANY OF THEM, INCURRED, SUSTAINED, OR ARISING IN CONNECTION WITH THE USE, ACCEPTANCE, MISUSE, OR DONATION OF THE GRAND PRIZE OR WHILE PREPARING FOR, PARTICIPATING IN, AND/OR TRAVELLING TO OR FROM ANY CONTEST-RELATED ACTIVITY, INCLUDING, WITHOUT LIMITATION, ANY INJURY, DAMAGE, DEATH, LOSS, OR ACCIDENT TO PERSON OR PROPERTY, OR FROM THE RESPECTIVE ENTRANTS' BREACH OF ANY AGREEMENT OR WARRANTY ASSOCIATED WITH THE CONTEST, INCLUDING THESE OFFICIAL RULES. ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND, SHOULD SUCH AN ATTEMPT BE MADE, THE CONTEST ENTITIES AND EACH OF THEIR LICENSEES RESERVE THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR ANY SUCH ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW.

Each entrant hereby acknowledges and agrees that the relationship between the entrant and the Contest Entities is not a confidential, fiduciary, or other special relationship, and that the entrant's decision to provide the Video Submission to Sponsor for purposes of the Contest does not place the Contest Entities in a position that is any different from the position held by members of the general public with regard to elements of the Video Submission, other than as set forth in these Official Rules. Each entrant understands and acknowledges that the Contest Entities have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to it or being developed by their own employees. Each entrant also acknowledges that many ideas or stories may be competitive with, similar to, or identical to the Video Submission and/or each other in theme, idea, plot, format, or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of Contest Entities' use of any such similar or identical material that has or may come to Contest Entities, or any of them, from other sources. Each entrant acknowledges and agrees that the Contest Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the entrant's copyright in and to the submission. Finally, each entrant acknowledges that, with respect to any claim by entrant relating to or arising out of any Contest Entities' actual or alleged exploitation or use of any submission or other material submitted in connection with the Contest, the damage, if any, thereby caused to the applicable entrant will not be irreparable or otherwise sufficient to entitle such entrant to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition, or other exploitation of any program, website, advertising, materials or other thing based on or allegedly based on the Video Submission, and entrant's rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

Each entrant hereby acknowledges and agrees that the trademarks Lipton and “Free Your Y” are the exclusive property of Sponsor. Each entrant further acknowledges and agrees that Sponsor's Marks are valid and enforceable, and that entrant shall do nothing to challenge the validity or enforceability of Sponsor's Marks in any forum. Entrants agree that the use of Sponsor's Marks is permitted only for the purpose of making a Video Submission for entry in this Contest, and that any use of Sponsor's Marks (whether in the Video Submission or otherwise) beyond this scope infringes the rights of Sponsor and will result in irreparable harm to Sponsor.

This Contest is governed U.S. law and is subject to all applicable federal, state, and local laws. Any and all legal actions or claims arising in connection with this Contest must be brought in a court of competent jurisdiction in the State of California. If, in Sponsor's or YouTube's sole opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if technical difficulties compromise the integrity of the Contest, the Sponsor reserves the right to void suspect entries and/or votes and/or terminate the Contest and award the prize at its sole discretion. The use of any automated launching or entry software or any other mechanical or electronic means that permits the participant to automatically enter or vote repeatedly is prohibited. In the event of a dispute as to the identity of an entrant based on an e-mail address, the entry in question may be disqualified subject to the Judges' or Sponsor's sole discretion.

14. Who Won: The name of the Prize Winner will be posted on the YouTube Site (www.youtube.com) In addition, to obtain this information you may also send a U.S. Postal Service postcard with your return address clearly marked for receipt by July 31, 2008, to: YouTube Lipton c/o Marden-Kane, 36 Maple Place, Manhasset, NY 11030 Attn: JV.

YouTube, the YouTube logo, YouTube broadcast yourself are registered trademarks of YouTube, LLC.

© 2008 Marden-Kane, Inc. All rights reserved. These Official Rules may not be copied, edited or used for any other purpose, commercial or otherwise without the express written consent of Marden-Kane, Inc.