NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT IMPROVE YOUR CHANCES OF WINNING.

Entry Period: The entry period for Spin The Pen Contest ("Contest") begins August 24, 2009 at noon Eastern Time ("ET") and ends September 30, 2009 at noon ET ("Entry Period"). Alloy and Administrator: Pentel of America, Ltd. ("Sponsor") is the sponsor of the Contest. Alloy Media, LLC ("Alloy") is the administrator of the Contest. Entrants should contact Alloy with any questions, comments or problems related to the Contest.

Eligibility: This Contest is open to legal residents of the fifty (50) United States and the District of Columbia who are 13 years of age or older (except for Maine residents, who must 18 years of age or older) (each such person entering the Contest is referred to herein as "you", "your" or "Entrant"). Void in Puerto Rico, Guam, The U.S. Virgin Islands, other U.S. territories and possessions and wherever prohibited by law. Employees (and such employees' immediate family (spouse, and parent, child, sibling and their respective spouses, regardless of where they reside) or household members, whether or not related) of Alloy, Sponsor and their respective parents, affiliates, subsidiaries, prize suppliers, printers, distributors, advertising and promotional agencies (collectively, the "Contest Entities") are not eligible to participate in the Contest. Entry: To enter the Contest, go to the Contest website, www.spinthepen.com (the "Contest Site"). Through on-screen instructions you will be asked to provide information during the registration process including your complete name, full mailing address, email address, telephone number, gender and date when you submit your registration information and the Video (as defined below) is your "Entry".

To submit your Video, register for the Contest and upload a video of yourself spinning a pen or mechanical pencil ("Video") pursuant to the directions and guidelines set forth in the Contest Site. You may also select the background music to be associated with the Video from the music selections provided by Alloy on the Contest Site for inclusion in the Video. By entering the Contest, you are licensed by Alloy to utilize the music solely for preparing an Entry and for no other purpose. No other right to the music is granted by Alloy. All Entries must be received by the end of the Contest Period. The clocks incorporated into Alloy's servers shall be the determiner of all start and end times related to the Contest. All Entries become the exclusive property of Sponsor, and none will be acknowledged or returned.

As an additional award by Sponsor, the first one hundred (100) eligible Entries received in the Contest will each be awarded a consumer pack (three to a package) of Pentel R.S.V.P. pens. Sponsor may substitute a different award at any time and without notice.

VERY IMPORTANT! FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, ENTERING A SUBMISSION IN THIS CONTEST CONSTITUTES ENTRANT'S (AND, IF AN ELIGIBLE MINOR, HER PARENT'S OR LEGAL GUARDIAN'S) IRREVOCABLE ASSIGNMENT, CONVEYANCE, AND TRANSFERENCE TO SPONSOR OF ALL RIGHT, TITLE, AND INTEREST IN THE SUBMISSION, INCLUDING, WITHOUT LIMITATION, ALL COPYRIGHTS. FURTHER, ENTRANT (AND, IF AN ELIGIBLE MINOR, HER PARENT OR LEGAL GUARDIAN) RELEASES, INDEMNIFIES AND HOLDS RELEASED PARTIES (AS DEFINED BELOW) HARMLESS FROM ANY AND ALL LIABILITY IN CONNECTION WITH THE ENTRY MATERIAL SUBMITTED. Alloy, Sponsor and their respective designees may exploit, edit, modify, and distribute the Video and all elements of such Video in all activities advertising or promoting the Contest, including, without limitation, the names and likenesses of any persons or locations embodied therein, in any and all media now known or hereafter devised, worldwide, in perpetuity without compensation, permission or notification to Entrant or any third party.

You may enter the Contest only once. Additional Entries received from any person or email address will be disregarded. Use of computer programs, macro, programmed, robotic, automatic and other similar means to enter the Contest or subvert the entry process is prohibited and may result in the disqualification of the Entrant and the associated Entry will be void. Entry Submission Guidelines: a) Video must only depict the performance of the Entrant. No other individual should appear in the Video. b) Video must not be more than thirty (30) seconds in duration. c) Entrant (and, if an eligible minor, her parent or legal guardian) hereby represents and warrants that: (1) all materials included in his/her Video are wholly original to and created by the Entrant, and has not been copied in whole or in part from any other work ("Entry Material") (2) the Entry Material is the Entrant's exclusive work and performance and does not infringe upon or otherwise violate the copyright, trademark, privacy, publicity or other proprietary rights of any third party; (3) the Entrant has the full and exclusive right and authority necessary to submit the Entry Material in the Contest and to grant the rights granted herein and in the Grant of Rights/Release without permission from or payment to any third party; and (4) Entrant meets all the eligibility requirements and has not engaged in any of the disqualifying activity set forth in these Official Rules. d) Videos must not include music of any kind other than that provided by Alloy for use in the Contest., brand names or trademarks (for example, trademarks, logos visible on a product, such as a soft-drink can) or mention or feature any product or brand other than Pentel and Entrant (and, if an eligible minor, his/her parent or legal guardian) further represents and warrants that the Entry Material submitted does not include music of any kind other than that provided by Alloy, brand names or visible trademarks or mention or feature any product or brand other than Pentel. If other pens or mechanical pencils are utilized in the Video, then the names, logos and/or distinguishing features of the pen or mechanical pencil must be covered up, disguised, or removed. e) Videos must not, by word or action, be derogatory, satirical or otherwise shed a negative light on the products or services of Alloy, Pentel or any other Released Party (as defined below), or any other person or entity. f) Any Entry which in the sole opinion of Sponsor is deemed inappropriate, violates these Official Rules or which otherwise violates Sponsor's Usage Policy or Terms of Service (incorporated herein by reference) will be removed and disregarded and the Entrant may be disqualified. By submitting an Entry, Entrant (and, if an eligible minor, her parent or legal guardian) hereby grants permission for the Entry to be posted on the Contest Site or other Alloy or Contest Entity websites. Entrant (and, if an eligible minor, her parent or legal guardian) agrees that Released Parties are not responsible for any unauthorized use of Entries by third parties. Released Parties do not guarantee the posting of any Entry. Entrants (and, if an eligible minor, her parent or legal guardian) agree that they will not use the Entry for any other purpose without the express consent of Alloy in each instance. Privacy: By entering the Contest, you (and, if an eligible minor, your parent or legal guardian) agree to Sponsor's use of your personal information as described in Sponsor's Privacy Policy accessible from the Contest website. Grand Prize Winner Selection: One (1) potential Grand Prize winner and five (5) potential Runner Up winners will be selected on or about October 5, 2009 by Alloy designated judges from among the pool of all eligible Entries received based on the following judging criteria: Execution of spin (1/3), Level of creativity in look and style (1/3) and Poise and Confidence (1/3). Judges' decisions are final, binding and not appealable. In the event of a tie, an additional tie-breaking judge will determine the winners from among those tied using the judging criteria set forth herein. Alloy reserves the right to select fewer than six (6) prize winners if, in its sole discretion, it does not receive a sufficient number of eligible and qualified Entries.

Winner Notification: Potential Prize winners will be notified by email ("Prize Notification") although potential Grand Prize winner may be further contacted by other means of communications. Potential prize winners must respond to the Prize Notification within three (3) business days of date of notification (the "Response Deadline") and, if requested, confirm his/her full name and a mailing address (no P.O. Boxes) ("Mailing Information") where Alloy can send an Affidavit of Eligibility and Liability/Publicity Release (where legal) and Consent to participate in the Grand Prize (collectively, the "Contest Documents"). Each potential runner-up Prize winner (or if the potential winner is a minor in her state of residence, then parent or legal guardian of such potential Grand Prize winner) shall be required to sign and return the completed Contest Documents within five (5) business days of date of receipt of such documents. Provided that a potential winner has complied with these Official Rules and meets all of the eligibility requirements set forth herein, following Alloy's timely receipt of the signed Contest Documents (if a potential Grand Prize winner), Alloy shall declare the potential winner a winner. Any Prize Notification or Contest Documents not responded to or returned as undeliverable may result in prize forfeiture. In the event of non-compliance with the Response Deadline or these Official Rules or if the prize, Contest Documents or Notification is returned, refused, or returned as undeliverable, Alloy is unable to contact a potential winner within a reasonable time period, then prize will be forfeited and, at Alloy's discretion and time permitting, an alternate winner may be selected for the prize at issue. The Parent or legal guardian of any minor winner may be required to fulfill all requirements of winners set forth herein. During the Contest Period and at any other time thereafter as solely determined by Alloy, Alloy shall have the right to contact Entrants to confirm personal information and for such other Contest business as Alloy determines. Any such contact is for informational purposes only and is not, nor should be inferred to be, indicative that any such contact will result in the contacted Entrant being selected as a winner or any other benefit of the Contest.

Prizes: One (1) Grand Prize – A $500.00 gift card from a nationally know issuer. Five (5) Runner Up Prizes - A $100.00 gift card from a nationally know issuer. Total value of all prizes: $1,000.00 Selection and specifics of the prizes will be determined at Alloy's sole discretion. All gift cards are subject to the terms and conditions of the issuer. Prizes cannot be transferred, redeemed for cash or transferred by winners. Alloy reserves the right to substitute a prize, or portion of a prize, for another prize of comparable or greater value, at its sole discretion. 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). Acceptance, participation in and/or use of a prize is at the winner's sole risk and the Released Parties are not responsible for any damages whatsoever, including special, indirect, or consequential damages, arising out of or in connection with the use and/or misuse of any such prize (including any travel or activity-related thereto). The value of any prize awarded represents Alloy's good faith determination. That determination is final and binding and cannot be appealed. If the actual value of a prize turns out to be less than the stated value, the difference will not be awarded. General Conditions: Only one prize will be awarded per person per household per email address. The Contest is governed by the laws of the United States and New York. All applicable federal, state and local laws and regulations apply. The Contest is not to be used in connection with any form of gambling. Prize will only be awarded and/or delivered to addresses within the United States. All applicable taxes, fees, and surcharges on and in connection with the prizes, including, but not limited to, income taxes, sales taxes, federal, state, or local taxes, are the sole responsibility of the winners. Winners may be issued a 1099 tax form for the value of the prizes. Failure to comply with the Official Rules will result in forfeiture of the prize. If a prize is forfeited, an alternate winner may be selected from among the remaining eligible Entries based on the judging criteria attributable to such forfeited prize award. No more than the advertised number of prizes will be awarded. Entrant agrees to sign and complete (and parent/legal guardian if Entrant is an eligible minor) any additional documentation requested by Alloy in addition to the Contest Documents. In the event a claim or dispute arises, in no event shall Entrant (or her parent or legal guardian if Entrant is an eligible minor) be entitled to equitable or injunctive relief and its sole remedy shall be in an action at law for damages. Except where prohibited by law, the Entrants and winners grant (and agree to confirm that grant in writing) (and parent/legal guardian if Entrant is an eligible minor) permission for Alloy, Sponsor, other promotional sponsors and their advertising and promotional agencies, and those acting under their authority to use such winner's name, photograph, voice, image, biographical information, and/or likeness, performance, and submission and/or Entry (including the display, reproduction and distribution of the entry), for use in any and all media and formats now known or hereafter discovered throughout the Universe in perpetuity, without notice, review, approval, or additional compensation, including but not limited to promotional, advertising and/or publicity purposes in connection with the Contest. Entrants and winners further agree (and parent/legal guardian if Entrant and/or winner is an eligible minor) that the Contest Entities and their respective officers, directors, agents, shareholders and employees (collectively, "Released Parties") will have no liability whatsoever for, and shall be held harmless by Entrants (and parent/legal guardian if Entrant is an eligible minor) against, any and all liability for any injuries, loss or damage of any kind to persons or property damage resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize, participation in this Contest or a Released Party's use of the rights granted herein. Released Parties expressly disclaim any responsibility or liability for injury or loss to any person or property in connection with the delivery and/or subsequent use of the prizes awarded (including any travel or activity-related thereto). Released Parties make no representation or warranty concerning the appearance, safety or performance of any prize awarded. Restrictions, conditions, and limitations apply. Released Parties will not replace any lost or stolen prize items. Conduct: These Official Rules will be posted at the Contest Site throughout the Contest Period. Entrants (and, if eligible minors, their parents or legal guardians) further agree to be bound by the decisions of Alloy and judges, which are final and binding in all respects. Alloy reserves the right at each of its sole discretion to disqualify an Entrant if it finds that Entrant, or an individual acting with the approval of or in concert with an Entrant, to be tampering with the entry or rating process or the operation of any of the Contest or any website; to be acting in violation of these Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person and void all associated Entries/ratings. CAUTION: ANY DELIBERATE ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES ANY OTHER REMEDIES (INCLUDING ATTORNEYS' FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Limitations of Liability: Released Parties are not responsible for any incorrect or inaccurate information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Contest or by any technical or human error, which may occur in the processing of Entries or ratings in the Contest. Released Parties assume no responsibility for any misdirected, garbled, stolen, incomplete, inaccurate, delayed, late or lost emails, Entries, ratings, mail or Prize Notifications, or any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Entries or ratings. Released Parties are not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the Contest, including, without limitation, errors or difficulties which may occur in connection with the administration of the Contest, the processing or judging of Entries, the tabulation of ratings, the announcement of the prizes, the incorrect uploading of the video or in any Contest-related materials. Released Parties are also not responsible for any injury or damage to Entrants' or to any other person's computer related to or resulting from participating or downloading materials in the Contest. If, for any reason, the Contest is not capable of running as planned, including, without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupts or affect the administration, security, fairness, integrity or proper conduct of the Contest, then Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Contest, and if terminated, at Sponsor's discretion, determine the winners for the prizes at issue using the applicable winner determination procedure set forth herein. In the event of a dispute concerning who registered online to participate in the Contest, the registration will be declared to have been made by the authorized account holder or the email address submitted at the time of registration and he/she must comply with these Official Rules. The authorized account holder is defined as the natural person who is assigned to an email address by an internet provider, online service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. A potential winner may be requested to provide Alloy with proof that the potential winner is the authorized account holder of the email address. If a dispute cannot be resolved to Alloy's satisfaction, the Entry will be deemed ineligible.

Winners List and Rules: To obtain a printed copy of the name of the winners (available after October 31, 2009) or a copy of the Official Rules by mail, send the applicable request and a self-addressed, stamped, #10 envelope to: Spin The Pen Contest, c/o Alloy Media, LLC, 6300 Wilshire Blvd., Suite 2150, Los Angeles, CA 90048, for receipt no later than October 5, 2009. Vermont residents may omit return postage.

Sponsor: Pentel of America, Ltd., 2715 Columbia St.,Torrance, CA 90503

Administrator: Alloy Media, LLC, 6300 Wilshire Blvd., Suite 2150, Los Angeles, CA 90048