NO ENTRY FEE.  NO PURCHASE NECESSARY TO ENTER OR WIN.
Please read these rules before entering the sweepstakes (the “Sweepstakes). Participation in the Sweepstakes
constitutes entrant's full and unconditional agreement to and acceptance of these Official Rules and Regulations
("Official Rules") and represents that you satisfy all of the eligibility requirements set forth below.

1.         Sponsor.  The sponsor of the Sweepstakes is Rockstar Games, a wholly owned subsidiary of the United States
company Take Two Interactive Inc.  The Sponsor’s address is Rockstar Games, 622 Broadway, New York, NY 10012, USA.

2.         Eligibility & Entry.  Entrants must be legal residents of the 50 United States or the District of Columbia 13 years of
age or older on the date of entry.  Entrants age 13 to 17 must have permission from their parents or legal guardians in order
to participate.  Directors, officers and employees of Five Four Clothing, Sponsor, its parent, and any of their respective
affiliate companies, subsidiaries, agents, professional advisors, advertising and promotional agencies, and immediate
families of each are not eligible to participate or win any prizes. All applicable federal, state and local laws and regulations
apply. SWEEPSTAKES VOID WHERE PROHIBITED.
Limit one entry per person. 

3.         Sweepstakes Period. The Sweepstakes starts at 12:01 AM Eastern Time on October 31st, 2008 and ends
11:59:59 PM Eastern Time on December 15, 2008. 

4.         Determination of Winners.  The potential winners will be determined in a random drawing on or about
December 19, 2008 from among all valid eligible entries received. The drawing will be conducted by Sponsor. Sponsor's
decisions are final and binding.. The potential winners will be notified by email on or about December 22, 2008.  The
potential winners will be declared winners if it is determined that they are eligible after they have returned all required
documentation.  If any prize or prize notification email is returned as undeliverable, or potential winner does not respond
within fourteen (14) days of notification, or refuses to execute the applicable documents, the prize will be forfeited and
awarded to an alternate winner.  Winners may be required to complete and submit documents including an affidavit of
eligibility, publicity release, and/or appropriate tax forms to receive a prize.  Minors will not be declared winners unless a
parent or guardian executes the appropriate documents on their behalf.

5.         Prizes & Odds.  Eight winners will receive prize packages, consisting of a customized Midnight Club Los Angeles
Five Four Clothing jacket, approximate Retail Value (“ARV”) is US $249, One copy of Midnight Club Los Angeles,
approximate Retail Value (“ARV”) US $59, and one customized Xbox 360 console, approximate Retail Value (“ARV”) is
US $269 .  Each total prize package is worth Approximate Retail Value (“ARV”) is US $577.  Odds of winning are determined
upon the number of entries.  Prizes are not transferable. No substitutions or exchanges (including for cash) of any prizes will
be permitted, except that Sponsor reserves the right to substitute a prize of equal or greater value for any prize  Sponsor will
not replace any lost or stolen prize. All prizes are awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or
implied (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose), except
where prohibited by law. TO THE EXTENT ALLOWABLE BY LAW, FEDERAL, STATE, AND LOCAL TAXES, INCLUDING,
WITHOUT LIMITATION WHICH ARE ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZES ARE THE SOLE
RESPONSIBILITY OF THE WINNER. In case of dispute, entries will be declared made by the authorized account holder of
the e-mail address submitted at the time of entry. “Authorized account holder” is defined as the natural person who is
assigned to an e-mail address by an Internet Access Provider, on-line service provider, or other organization (e.g.,
business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with
the submitted e-mail address. 

6.         Collection of Information. Entrants will enter their personal information as particiapants at the destination
www.rockstargames.com/midnightclubLA/fivefourcontest and, if they give permission, they will be added to the mailing list
for Five Four Clothing. The information necessary to conduct the Sweepstakes will be collected by Sponsor at the time of
entry in accordance with Sponsor’s Privacy Policy available at www.rockstargames.com/esrb (the “Privacy Policy”). 
By entering the Sweepstakes, you give your consent to the collection use and processing, as set forth in the Privacy Policy,
by the Sponsor of your personal information provided at registration as well as any further information provided or collected
during your participation.  You may withdraw your personal data upon request, however you will be disqualified as an
entrant in the Sweepstakes if you withdraw your personal data prior to the determination and fulfillment of the prizes. 

7.         General Release. To the extent permitted by applicable law, by entering the Sweepstakes, you release Sponsor and
any of its parent companies, subsidiaries, affiliates, directors, officers, employees and agencies (collectively, the "Released
Parties") from any liability whatsoever, and agree not to make any claims against the Released Parties in respect of any
costs, injuries, losses, or damages of any kind arising out of or in connection with the Sweepstakes (including, without
limitation, participation in the Sweepstakes) or delivery, misdelivery, acceptance, possession, use of or inability to use any
prize (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage
to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or
unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.

8.         Affidavit/Declaration & Release. As a condition of being awarded any prize, winners may be required to execute and
deliver to Sponsor a signed affidavit/declaration of eligibility and acceptance of these Official Rules and release of liability,
as permitted by applicable law.   Failure to return a signed affidavit/declaration within five (5) days may result in forfeiture of
prize.  Potential winners are responsible for ensuring return of all required materials; proof of sending will not be considered
proof of receipt by Sponsor.   Potential winner will be required to sign a publicity release where applicable.

9.         Winners List; Rules Request. For a list of prize winners or a copy of these Official Rules, send your request and a
stamped, self-addressed envelope to Attn: Five Four Midnight Club Los Angeles Sweepstakes Winners List,
Rockstar Games, 622 Broadway, New York, NY 10012 or (for Winner's list only), after February 1, 2009, or send an email
message to [email protected] with "Winner's list" as the email subject and Five Four Midnight Club
Los Angeles Sweepstakes specified in the body of the e-mail.

10.       General Rules: By entering the Sweepstakes, you accept and agree to be bound by these Official Rules and the
decisions of the Sponsor. The Sponsor is not responsible for late, lost, delayed, incomplete, corrupt, or misdirected entries,
responses, paper entries or other correspondence, whether by internet transmission, e-mail or postal mail or otherwise, or
for theft or destruction or unauthorized access or alterations of entry materials, phone, electrical, network, computer,
hardware, software program or transmission malfunctions, failures or difficulties. By participating in the Sweepstakes,
entrant releases Sponsor, its parent, and their affiliates, subsidiaries, directors, officers, employees, sponsors, and agents,
including advertising and promotion agencies, from any and all liability with respect to the Sweepstakes or the acceptance,
possession or use of any prize, including without limitation (i) any condition caused by events beyond Sponsor's control that
may cause the Sweepstakes to be disrupted or corrupted; (ii) any injuries, losses, or damages (compensatory, direct,
incidental, consequential or otherwise) of any kind arising in connection with or as a result of the prize, or acceptance,
possession, or use of the prize, or from participation in the Sweepstakes; and (iii) any printing or typographical errors in any
materials associated with the Sweepstakes. Sponsor's decisions in all respects relative to the Sweepstakes are final.
Sponsor reserves the right, in its sole discretion, to cancel, modify or suspend the Sweepstakes in whole or in part, in the
event of fraud, technical or other difficulties or if the integrity of the Sweepstakes is compromised, without liability to the entrant.
Sponsor reserves the right to disqualify any winner, as determined by Sponsor in its sole discretion.

11.       Additional Conditions: Except where prohibited by law, to accept any prize, winner consents to the use of his/her
name, photo and/or likeness, biographical information, winning entry and statements attributed to winner (if true) for
advertising and promotional purposes without additional compensation.

12.       Disputes: Except where prohibited by law: (a) As a condition of participating in this Sweepstakes, entrant agrees
that any and all disputes which cannot be resolved between the parties, claims and causes of action arising out of or
connected with this Sweepstakes, or any prizes awarded, or the determination of winners shall be resolved individually,
without resort to any form of class action exclusively by arbitration pursuant to the commercial arbitration rules of the
American Arbitration Association, then effective; (b) Further, in any such dispute, under no circumstances will entrant be
permitted to obtain awards for, and hereby waives all rights to claim punitive, incidental or consequential damages, or any
other damages, including attorneys' fees, other than entrant's actual out-of-pocket expenses (e.g., costs associated with
entering this Sweepstakes), and entrant further waives all rights to have damages multiplied or increased; and (c) The
arbitration shall be conducted in the State of New York, in the City of New York, County of New York, and judgment on the
arbitration award may be entered into any court having jurisdiction thereof.

13.       Governing Law and Jurisdiction: Except where prohibited by law, this promotion is governed by US law and is
subject to all applicable federal, state and local laws and regulations. Void where prohibited by law. All issues and
questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and
obligations of entrant and Sponsor in connection with this Sweepstakes, shall be governed by, and construed in accordance
with, the laws of the State of New York, U.S.A., without giving effect to the conflict of laws rules thereof, and any matters or
proceedings which are not subject to arbitration as set forth in Arbitration Section of these Official Rules and/or for entering
any judgment on an arbitration award, shall take place in the State of New York, in the City of New York, County of New York.

14.       Miscellaneous. In the event of any conflict between the English version of these Official Rules and any translation,
the English version shall prevail.  The invalidity or unenforceability of any provision herein shall not affect in any way the
validity and enforceability of any other provision in these Official Rules.  Your participation in the Sweepstakes is also subject
to the Rockstar Games Website’s Terms of Use available at www.rockstargames.com/legal/.