NO PURCHASE IS NECESSARY TO ENTER OR WIN

SWEEPSTAKES PERIOD: "Messaging Mania TXT2WIN " Sweepstakes (the "Sweepstakes") begins at 9:00 AM EST on March 1, 2004 and ends at 11:59 PM EST on March 31, 2004 (the "Sweepstakes Period").

HOW TO ENTER:
To enter using text messaging: If you are a Verizon Wireless service subscriber, during the Sweepstakes Period, send a text message with the words "WIN" from your handset to Verizon Wireless addressed to 62642(MANIA). Once you send the text message, you will be automatically registered into the Sweepstakes, and will receive polls/quizzes and updates. You will receive four (4) multiple-choice quizzes, by text message, on the following days: 3/5, 3/12, 3/19, and 3/26. You will be asked a question about college basketball and you have up to 12 hours to reply by text message with your answer. You can reply using text messaging as many times as you like within the 12-hour period. Each reply (right or wrong) is counted as one entry in the Sweepstakes. You will be charged for the messages sent and received from your handset according to the terms in your Calling Plan with Verizon Wireless. All entries must be received no later than 11:59 PM EST on March 31, 2004.

To Enter without using text messaging: If you are a Verizon Wireless service subscriber and wish to enter for free without sending a text message, during the Sweepstakes Period, send a 3x5 postcard with your name, address, daytime area code and phone number, email address, and Verizon Wireless Mobile Telephone Number (MTN), to Verizon Wireless-Messaging Mania c/o UPOC Promotions Dept. 65 Broadway, Suite 602, New York, NY 10006. All mailed entries must be postmarked by March 31, 2004 and received by April 7, 2004. You can enter as many times as you like but each entry must be on a separate postcard. Mail-in entrants do not need to answer the quizzes.

Send your entry via text message or postcard as described above. All entries become the sole property of the Sponsor, as defined below, and receipt of entries will not be acknowledged or returned. Delivery of prizes requires a street address (no P.O. Boxes). Sponsor is not responsible for lost, late, incomplete, illegible, mutilated, invalid, unintelligible, misdirected or postage-due entries, which will be disqualified. No facsimiles, mechanical reproductions, alterations or forged entries. All entrants must have a text messaging two-way capable handset and digital service in order to enter the Sweepstakes using the text messaging method and access to the World Wide Web in order to receive the prize.

ELIGIBILITY: The Sweepstakes is open only to Verizon Wireless subscribers as of February 29, 2004 that are legal residents of the United States, 18 years of age or older as of the date of entry. Void in Puerto Rico, the U.S. Virgin Islands, U.S. Military installations in foreign countries, anywhere outside of the U.S. and where prohibited, taxed or restricted by law. Employees of Verizon Wireless & UPOC, and their family members, and each of their respective parent companies, subsidiaries, affiliates, and their advertising, sweepstakes and production agencies are not eligible to enter.

RANDOM DRAWINGS: Prizewinners will be selected in random drawings on or about noon EST on April 8, 2004 from all eligible entries received. The odds of winning will depend on the total number of eligible entries received.

PRIZES: GRAND PRIZE: One (1) Grand Prize Winner will win a plasma screen television: Samsung 42" Flat-Panel EDTV Plasma TV, Model: SPN4235. The screen is less than 4 inches deep and 24 inches high. The television has a built-in audio amplifier, as well as a RGB input for your computer. This flat panel television also includes a fan-less cooling system and pedestal stand. Approximate Retail Value ("ARV"): US$4,000.00. Grand Prize Winner is solely responsible for any other expenses and costs not expressly listed above. Grand Prize may not be combined with any other offer.

Second Prizes- Ten (10) LG VX6000 Color Digital Camera phones with $25 Verizon Wireless Gift Certificate - ARV $175.00* each. Winners of the LG VX 6000 Color Digital Camera Phone are responsible for activation of service, monthly access and/or picture fees and all other applicable fees.

Total Approximate Retail Value of all prizes: US$$5,750.00

* Retail value reflects price with a 2 year Service Agreement

If you send your entry via text message, prizes will be awarded to the name corresponding to the Verizon Wireless Mobile Telephone Number (MTN) from which the text message originated. If you send your entry via postcard, prizes will be awarded to the name on the postcard. Prizewinners will be notified by text message or, by regular mail, email or telephone within fourteen (14) days after the drawings. If winner cannot be contacted, if any prize is returned as undeliverable, or in the event a potential winner does not accept the prize or fails to comply with these rules and requirements, the prize will be forfeited. Upon prize forfeiture, no compensation will be given. Limit one prize per person. Federal, state and local taxes, including completion of Form W-9 tax, and any and all other expenses related to the acceptance or use of any prize are the winners' sole responsibility. Text Messaging and Verizon Wireless service is not available in all areas. If you are a winner and Verizon Wireless service is not available in your area, Verizon Wireless reserves the right to substitute a prize of equal or greater value.

RESTRICTIONS: Prizes are not replaceable if lost, damaged or stolen. Prizes are not refundable. Verizon Wireless is not required to offer any substitution for or alternative to prizes awarded under this Sweepstakes. Prizes are non-transferable. No substitutions/cash redemptions. Sponsor reserves the right to substitute a prize of equal or greater value in the event a prize is unavailable. Recipients of prizes must have a U.S. mailing address.

GENERAL CONDITIONS: By participating in this Sweepstakes all entrants authorize Verizon Wireless to provide UPOC with their text messaging address. Information collected in connection with this Sweepstakes will be used in accordance with Verizon Wireless' privacy policy and these Official Rules. In the event of any discrepancy between the privacy policy and these Official Rules, the privacy policy shall control and govern. To review Verizon Wireless' privacy policy, please go to www.verizonwireless.com/jsp/privacy.jsp. Sweepstakes is intended for participation in the United States only and shall be construed only according to United States law. Entrants agree the Sweepstakes is governed by New Jersey law. By participating in the Sweepstakes you authorize Verizon Wireless to communicate with you by text messaging. Prizewinners may be required to execute an Affidavit of Eligibility, Publicity Consent, and Liability Release or prize may be forfeited. Prizes won by minors will be awarded in the name of the minor's parent/legal guardian. Minor's parent/legal guardian will be responsible for executing the required documentation.

By entering the Sweepstakes, entrants agree to be bound by these Official Rules and agree: (1) the Sponsor and its respective parent companies, subsidiaries, affiliates, officers, directors, governors, owners, distributors, retailers, agents, assignees, and advertising/sweepstakes agencies may use (unless prohibited by law) their name, voice, city/state of residence, photograph, visual and/or audio likeness for advertising and/or trade purposes, and for any other purpose in any media or format now or hereafter known without further compensation, permission or notification; and (2) to release and hold harmless Sponsor, UPOC and each of their respective advertising and sweepstakes agencies and their respective parent companies, subsidiaries, affiliates, partners, representatives, agents, successors, assigns, employees, officers and directors, from any and all liability for loss, harm, damage, injury, cost or expense whatsoever including without limitation, property damage, personal injury and/or death which may occur in connection with, preparation for, travel to, or participation in this Sweepstakes, or possession, acceptance and/or use or misuse of prize or participation in any Sweepstakes-related activity and claims based on publicity rights, defamation or invasion of privacy and merchandise delivery.

ADDITIONAL TERMS: If you enter by text messaging, you must have a valid Verizon Wireless MTN and account. In case of dispute as to identity of entrant, entry will be declared made by the authorized account holder of the MTN. "Authorized Account Holder" is defined as the natural person who is assigned a MTN by Verizon Wireless or as shown on Verizon Wireless' records. Any other attempted form of entry not specified herein is prohibited; no automatic, programmed; robotic or similar means of entry are permitted.

Sponsor, UPOC, and each of their respective affiliates, partners and sweepstakes and advertising agencies are not responsible for technical, hardware, software, telephone or other communications malfunctions, errors or failures of any kind, lost or unavailable network connections, unauthorized human intervention, traffic congestion, incomplete or inaccurate capture of entry information (regardless of cause) or failed, incomplete, garbled, jumbled or delayed computer transmissions or other errors of any kind, whether human, mechanical or electronic, which may occur in the processing of the entries or distribution of prizes in this Sweepstakes or which may limit one's ability to enter the Sweepstakes, including any injury or damage to participant's or any other person's handset, relating to or resulting from participating in this Sweepstakes.

Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend this Sweepstakes 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 Sweepstakes. In such case, Sponsor will select the winners from all eligible entries received prior to and/or after (if appropriate) the action taken by Sponsor. 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 Web site www.verizonwireless.com/messagingmania, or to be entering the Sweepstakes from locations outside the United States. Additionally, Sponsor reserves the right to prosecute any fraudulent activities to the full extent of the law.

WINNERS' NAMES & OFFICIAL RULES: The names of the winners may be obtained after May 7, 2004, by sending a self-addressed stamped envelope to Verizon Wireless-Messaging Mania c/o UPOC Promotions Dept. 65 Broadway, Suite 602, New York, NY 10006. For a set of Official Rules, send a self-addressed stamped envelope to Verizon Wireless-Messaging Mania c/o UPOC Promotions Dept. 65 Broadway, Suite 602, New York, NY 10006. Requests for winners' names or Official Rules must be received by March 31, 2004.

SPONSOR: This Sweepstakes is sponsored by Verizon Wireless, 30 Independence Blvd., Warren, NJ 07059.