1. DESCRIPTION OF CONTEST. The third annual Shadowville Make-A-Hit™ Contest (”Contest”) is designed to discover the best overall hip hop, R&B, or pop artist who has a charismatic or marketable personality. The Contest is divided into three phases. Phase 1 is the standard submission phase, Phase 2 is the semifinalist judging phase, and Phase 3 is the public voting phase. Phase 1 begins 12:00 AM EST July 1, 2009 and ends 11:59 PM EST August 31, 2009. Phase 2 begins 12:00 AM EST September 1, 2009 and ends 11:59 PM EST September 14, 2009. Phase 3 begins 12:00 AM EST September 15, 2009 and ends 11:59 PM EST September 30, 2009. To enter, entrants must first download an available beat on www.shadowville.com (”Beat”). Internet access may be required. Only one video entry is permitted per entrant, and vice versa. Features or collaborations are permitted. The video length must be a minimum of 2 minutes. The primary language used in the video must be English. The video must contain a vocal or written acknowledgement of www.shadowville.com. Entrants will create a video featuring a song on the Beat with recorded vocals and then upload the video to YouTube and submitting the working link by e-mail to contest@shadowville.com. We are not responsible if your link is not working or the video is not active at the time we review your video. You are required to use YouTube as the video host, all other hosting sites will be rejected without notice. At the end of Phase 1, the Shadowville team will select three semi-finalist winners for the Phase 2 period, which will be announced some time on September 14, 2009. Phase 3 will then take place in which audience members (Shadowville.com account registration required) can listen, review, and vote on one of the three semi-finalists (limited via account, cookie, and IP) on the website. Multiple votes cast from the same person through deceitful tactics such as, but not limited to, using multiple computers or web proxies may result in deletion or banning of that voter’s account. The winner will be announced some time on October 1, 2009. No purchase necessary.

2. ELIGIBILITY. Open to residents of the United States, the District of Columbia, Canada, Australia, New Zealand, and member states of the European Union who are 13 years of age or older at the time of entry. Void where prohibited by law. Employees of Shadowville Productions, Shadowville Inc., and its subsidiaries and affiliates, participating advertising and promotion agencies and prize suppliers (and members of their immediate family and/or those living in the same household of each such employee) are not eligible.

3. PRIZES & APPROXIMATE RETAIL VALUES: (1) Grand Winner Prize - iPod® Touch 8GB ($229.00 value), Dell Mini 10v Netbook ($299.00 value), Beats by Dr. Dre™ High Resolution In-Ear Headphones ($149.95 value), four months of leaderboard banner ads on Shadowville.com ($100.00 value), one week of featured sponsored spot on Shadowville.com ($12.95 value); (1) Second Place Prize - $50 Gift Card to Amazon.com, three Shadowville.com Gift Vouchers, each good for one non-exclusive license to a beat on Shadowville.com ($119.97 value); (1) Third Place Prize - Three Shadowville.com Gift Vouchers, each good for one non-exclusive license to a beat on Shadowville.com ($119.97 value); (3) Runner-Up Prize - One Shadowville.com Gift Voucher, good for one non-exclusive license to a beat on Shadowville.com ($39.99 value). iPod® is a registered trademark of Apple Inc. Beats by Dr. Dre™ is a trademark of Monster Cable Products, Inc. All rights reserved. Apple, Dell, Monster, and Amazon does not endorse or sponsor this contest.

4. WINNER REQUIREMENTS/OBLIGATIONS. Each entrant agrees and acknowledges that all right, title and interest in and to the entry and any materials or information supplied by entrant to Shadowville Productions in relation to the Competition (collectively the “Materials”), including without limitation any and all intellectual property rights therein, are co-exclusively licensed and assigned to Shadowville Productions. Shadowville Productions shall co-exclusively own all rights to in and to the video, lyrics, vocals, and master recording therein. Shadowville Productions has the right to edit, adapt, modify, publish, promote, and otherwise use or not use the entry and the information contained therein in any way, in any media throughout the universe, without any compensation to the entrant. Entrant agrees to do all things and execute all documentation necessary to effect the assignment and/or waiver herein described. The entrant acknowledges that: (I) Shadowville Productions has no obligation to use, publish or exploit any Materials, including the songs or videos submitted by the Competition winners; (II) OTHER THAN AS SET FORTH HEREIN, SHADOWVILLE PRODUCTIONS OR ITS ASSIGNS MAY COMMERCIALLY EXPLOIT THE MATERIALS WITHOUT LIABILITY OR ADDITIONAL CONSIDERATION OF ANY KIND TO THE ENTRANTS. Shadowville Productions shall immediately have co-exclusive ownership of the copyrights of all submitted works from users. As such any entrant, who is currently signed to an exclusive recording agreement, should not submit songs or videos to this contest without the prior written consent of the label to which you are signed. At no time may an entrant use any content, specifically including but not limited to the imported beats, for their own use, in a commercial capacity unless proper licensing is obtained. All information on the site belongs exclusively to Shadowville Productions and may not be used in any way outside of the confines of the game without permission. Any entrant found to be using such content inconsistent with these rules will be immediately removed from the game and subject themselves to liability at law or in equity. Shadowville Productions will file claims, prosecute and vigorously pursue any and all users that are not in conformity with the rules and regulations of the game. Shadowville Productions will also assist plaintiffs who file civil suits against another entrant for a violation of any intellectual property right protected under US copyright law.

5. GENERAL RULES. Void where prohibited by law. All federal, state and local laws apply. All prize winners must submit an Affidavit of Eligibility certifying that he/she holds all rights to the submission, that the submission has not been previously published, has not won a previous prize or award and that he/she has followed the Official Rules of the Contest. All winners must also provide a Liability/Publicity release form within 7 days of first attempted notification. Noncompliance within this time period or return of any prize notification as undeliverable will result in disqualification and an alternate will be selected. In the event a winner is less than the age of majority in his/her state of residence, all required documents must be signed by the winner’s parent/legal guardian on his/her behalf. No substitution or transfer of prize by winner permitted. Shadowville Productions reserves the right to substitute prize of equal or greater value. ALL FEDERAL, STATE AND LOCAL TAXES ARE THE SOLE RESPONSIBILITY OF THE WINNER. Acceptance of prize constitutes permission to the Shadowville Productions and its agencies to use winner’s name and/or likeness for purposes of advertising and trade without further compensation, unless prohibited by law. By participating in this Contest, entrants agree to be bound by the Official Rules and the decisions of the judges which are final. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any contest materials and the terms and conditions of theOfficial Rules,the Official Rules shall prevail, govern and control. In no event will more than the stated number of prizes be awarded. Shadowville Productions is not responsible for any typographical or other error in the printing of the offer, administration of the contest, or in the announcement of the prize.

6. NOTICE TO ENTRANTS. ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SHADOWVILLE PRODUCTIONS RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. Not responsible for faulty, incorrect or mistranscribed phone transmissions, incorrect announcements of any kind, technical hardware or software failures of any kind including any injury or damage to any person’s computer related to or resulting from participating in or experiencing any materials in connection with the contest, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmission that may limit a user’s ability to participate in the contest. Shadowville Productions reserves the right to cancel or modify the online contest if fraud, misconduct or technical failures destroy the integrity of the program; or if a computer virus, bug, or other technical problem corrupts the administration, security, or proper administration of the program as determined by Shadowville Productions/judging agency/administrator, in their sole discretion. In the event of termination, a notice will be posted online and the contest will be conducted from among all eligible online contest entries received prior to termination. Any damage made to the Web Site will also be the responsibility of the authorized e-mail account holder of the e-mail address submitted at the time of entry. “Authorized e-mail account holder” is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online 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. Proof of submitting entries will not be deemed to be proof of receipt by Shadowville Productions. Any use of robotic, automatic, programmed or the like methods of participation will void all such submissions by such methods. Shadowville Productions reserves the right to freeze or close an account or to prohibit the participation of an individual/account holder if fraud or tampering is suspected or if the account holder fails to comply with any requirement of participation as stated herein or with any provision in these Official Rules.

7. WINNER. A semi-finalist list will be available on a webpage commencing on approximately September 14, 2009. A final winner will be available on a webpage commencing on approximately October 1, 2009.