FIRST DRAFT ONLY

JOHN MELLENCAMP SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE IS NECESSARY TO ENTER OR WIN.

A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

THE JOHN MELLENCAMP SWEEPSTAKES (“Sweepstakes”) starts at 12:01 AM (Pacific Daylight Time) on 2/2107 and ends at 12:00 Noon (Pacific Daylight Time) on 4/3/07 (the “Entry Period”). The Sponsor of this Sweepstakes is Universal Music Enterprises, a Division of UMG Recordings, Inc., 2220 Colorado Ave., Santa Monica, CA 90404 (the “Sponsor”). The Sweepstakes shall be subject to these Official Rules, and by entering, all participants agree to be bound by the terms and conditions herein. Certain restrictions may apply.

ELIGIBILITY: This Sweepstakes is open only to legal residents of the 50 United States and the District of Columbia, 13 years of age or older who had Internet access prior to 2/21/07. The officers, directors, employees, contractors, and agents of the Sponsor, and the immediate family members and those living in the same household of any of the above, are not eligible. All federal, state and local rules and regulations apply. Void where prohibited or restricted by law.

HOW TO ENTER: Beginning at 12:01 AM (Pacific Daylight Time) on 2/21/07 you may enter via the Internet by logging onto

(the “Entry Site”) and following the Sweepstakes entry directions. ONLY ONE ENTRY PER PERSON AND/OR E-MAIL ADDRESS WILL BE ACCEPTED FOR THIS SWEEPSTAKES. ALL ENTRIES MUST BE RECEIVED BY 12:00 NOON (PACIFIC DAYLIGHT TIME) ON 3/14/07.

The Sponsor and any and all Internet server(s) and access provider(s) (collectively, “Promotion Entities”), and each of their respective affiliates, subsidiaries, parent corporations and advertising and promotional agencies, and all of their officers, directors, shareholders, employees and agents (collectively, “Releasees”) are not responsible for: any incorrect or inaccurate entry information; human errors; technical malfunctions; failures, omissions, interruptions, deletions or defects of any telephone network, computer online systems, computer equipment, servers, providers, or software, including without limitation any injury or damage to participant’s or any other person’s computer relating to or resulting from participation in the Sweepstakes; inability to access the Entry Site; theft, tampering, destruction, or unauthorized access to, or alteration of, entries; data that is processed late or incorrectly or is incomplete or lost due to telephone, computer or electronic malfunction or traffic congestion on telephone lines or the Internet or any web site (including the Entry Site) or for any other reason whatsoever; printing or other errors; or any combination thereof. Proof of entering information at Entry Site is not considered proof of delivery or receipt. Illegible, incomplete, and duplicate entries will be disqualified. All entries become the property of the Sponsor and will not be acknowledged or returned. False, fraudulent or deceptive entries or acts shall render entrants ineligible. By entering the Sweepstakes, entrants affirm that they have read and accepted these Official Rules. The Sweepstakes shall be governed by and construed in accordance with the laws of the California. By entering the Sweepstakes, entrants hereby submit to the jurisdiction and venue of the federal and state courts of California and waive the right to have disputes arising out of the subject matter hereof adjudicated in any other forum. Any entry information collected from the Sweepstakes shall be used only in a manner consistent with the consent given by entrants at the time of the entry, with these Official Rules and with the Universal Music Enterprises Online Privacy Policy, which can be found at http://privacypolicy.umusic.com

WINNER SELECTION: Winner will be selected in a random drawing from among all eligible entries on or about 05/30/07 by Sponsor, whose decisions are and shall be final in all matters relating to this Sweepstakes. All prizes will be awarded. Grand Prize, Winner will be notified by e-mail, overnight delivery and/or telephone by 05/30/07 after confirmation of the Prize winner as provided herein. If a prize notification or a prize is returned as undeliverable for any reason,the the applicable prize will be awarded to an alternate winner. Prize is not transferable, assignable, or redeemable for cash, and winner may not elect to substitute one prize for another. If necessary due to unavailability of a prize, a prize of equal or greater value will be awarded at the sole discretion of the Sponsor.

All Federal, state, local or other tax liabilities, including but not limited to sales, use, title, license and registration fees are the sole responsibility of the winner. Acceptance of a prize constitutes permission (except where prohibited by law) to use the winner’s name, address (city and state only), voice, photograph, likeness and statements for advertising, promotional or publicity purposes without additional compensation or limitation.

PRIZES: GRAND PRIZE (1) One (1) Grand Prize Winner will receive one (1) John Mellencamp autographed CD. (4) First Prize winners will receive a non autographed CD. Approximate retail value (“ARV”) of the Grand Prize (“ARV”) is $11.99. The odds of winning are determined by the total number of eligible entries received. Prizes are awarded “as is” with no guarantee, either express or implied.

GENERAL: Entrants agree that release and waive any claim they may have against Releasees and their respective employees, officers, directors, shareholders, affiliates, subsidiaries, parent and related companies, distributors, dealers and agenciesshall not be liable and their respective successors and assigns for injuries, claims, damages or losses, costs or expenses of any kind resulting from acceptance of or possession of or arising out of use or misuse of a Prize or parts thereof or from participation in this Sweepstakes.

If for any reason, this Sweepstakes is not capable of running as planned, or if this Sweepstakes or any web site associated therewith (or any portion thereof) becomes corrupted or does not allow the proper playing of the Sweepstakes and processing of entries in accordance with these rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsor’s sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of its Sweepstakes, The Sponsor reserve the right, at their sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend this Sweepstakes or any portion thereof. In the event this Sweepstakes is cancelled, the Sponsor reserves the right to conduct a random drawing to award the prize from among all eligible, non-suspect on-line entries received prior to the time of the action or event warranting such cancellation. If such cancellation, termination, modification, or suspension occurs, notification will be posted at www.ilovethatsong.com. Any attempt by an entrant or any other individual to deliberately damage any web site or undermine the legitimate operation of the Sweepstakes is a violation of criminal and/or civil laws and should such an attempt be made, the Sponsor reserve the right to seek damages and other remedies from any such person to the fullest extent permitted by law. Where a dispute arises about who submitted an on-line entry, the entry will be deemed submitted by the authorized account holder of the e-mail account entered. The authorized account holder is deemed the natural person who is assigned to an e-mail address by an Internet access provider, service provider, or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. A potential winner may be requested to provide the Sponsor with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry and that all eligibility requirements are met.

NOTE: Internet entry must be made by the entrant, only at the Entry Site. Entries made by any other individual or any entity, and/or originating at any other Internet web site or e-mail address, including but not limited to commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Sweepstakes. The use of any device to automate the entry process is prohibited.

WINNERS LIST: For an Official Winners List (available after 05/12/07) or a copy of these Official Rules, send a self-addressed, stamped envelope to: John Mellencamp Sweepstakes/Paste (please specify Official Winners’ List or Official Rules), Universal Music Enterprises, 2220 Colorado Avenue, Santa Monica, CA 90404. Residents of VT may omit return postage. Official Rules are also available during the Sweepstakes at the Entry Site.