THE PRETENDERS “BREAK UP THE CONCRETE” AUDIO REMIX CONTEST

OFFICIAL RULES

1. Eligibility.

NO PURCHASE NECESSARY. Only legal U.S. residents at least 13 years of age who reside in and who are physically located in the U.S. (excluding its territories and possessions) are eligible to enter The Pretenders “Break Up The Concrete” Audio Remix Contest (the "Contest"). Contestants aged 13-21 may be required to have their parent or legal guardian's permission to enter as described below. Employees, agents or officers of Shangri La Music (“SLM”) or of any entity involved in the development, production, implementation and distribution of the Contest, including any advertising or promotion agency, supplier of prizes for the Contest, parent company, service provider, subsidiary or affiliate of any such entity or any other entity directly associated with the Contest (hereinafter, collectively the "Contest Entities") or any member of the immediate family of and/or person living in the same household as such persons, are ineligible to enter the Contest.

2. Entries.

(a) To enter the Contest, log onto http://www.thepretenders.com and follow the directions to enter between 12:00pm ET on September 23rd, 2008 and 11:59pm ET on October 30th, 2008. Entrants must complete an entry form by listing his/her name, mailing address, phone number, date of birth, email address and Audio tracks which make up The Pretenders song “Break Up The Concrete” (the “SLM Content”) which will be made available online to entrants that register for the Contest. Entrants will be instructed to create an original audio remix which incorporates the SLM Content along with elements that are original to the entrant. The SLM Content and the entrant’s original elements collectively shall be referred to herein as the “Submission Materials”. Audio software tools will not be provided. Once you have completed your edit of the SLM Content, you must upload the Submission Materials through www.thepretenders.com.

Only one entry per person. If multiple entries are received by the same entrant, only the first entry submitted by that entrant will qualify for entry in the Contest; subsequent entries submitted by that entrant shall be disqualified. Each entry must, however, have at least one (1) valid email account in order to qualify. By entering, entrants agree to be bound by the decisions of the judges and these Official Rules and to comply with all federal, state, and local laws and regulations. SLM and those working for SLM or on behalf of SLM, will not be responsible for lost, late, misdirected, damaged, or postage due mail or e-mail, or for Internet, computer hardware and software, phone, and/or any other technical errors, malfunctions, and delays. Entries which are mutilated, incomplete, illegible, inaccurate, forged, irregular in any way, or otherwise not in compliance with these Official Rules are also void. In the event of a dispute concerning who submitted an e-mail entry, the entry will be deemed to have been submitted by the authorized holder of the e-mail account from which the entry is made. The "authorized account holder" is the natural person to whom an email address is assigned by an Internet access provider, online service provider or other organization (e.g., business, educational institution, etc.) responsible for assigning email addresses for the domain associated with the submitted email address.

(b) With the exception of materials provided by SLM, the Submission Materials must be wholly original and created entirely by entrant and must not incorporate or include anything that is owned by any third party or would require the consent of any third party and entrant’s submission must not violate any law or the copyright, trademark, publicity right, privacy right or any other right of any third party.

(c) In addition, the Submission materials may not contain content which is obscene, crude, vulgar, or which contains offensive depictions, images or language; gang signs or symbols; nudity; commercial products and/or their trademarks, brands or logos; license plates, phone numbers, personal addresses (physical or email); Web site or Web page links; derogatory characterizations of any ethnic, racial, sexual or religious groups; trespass or the violation of personal rights or property; illegal or inappropriate activity, behavior or conduct; or any other content, material and/or images that could be considered inappropriate, unsuitable or offensive, as determined by SLM, in its sole discretion.

3. Our Right to Use Your Work and Information About You.

(a) Submission Materials become the property of SLM and will not be acknowledged or returned.

(b) With the exception of any SLM Content:

(i) you represent and warrant that: (A) all contents of Submission Materials are wholly original, have been created entirely by entrant, have not been taken in whole or in part from any source other than entrant and do not incorporate or include anything that is owned by any third party or would require the consent of any third party; (B) you own and/or control 100% of all right, title and interest in and to the Submission Materials, as well as all elements contained therein; (C) the Submission Materials do not and shall not violate any law or the copyright, trademark, publicity right, privacy right, or any other right of any third party; (D) the Submission Materials, or any part thereof, have not been commercially released; and (E) you have the written consent, release and/or permission of each and every identifiable individual person in the Submission Material to use the name and/or likeness of each and every such identifiable individual person to enable inclusion in and use of the Submission Materials as contemplated by these Official Rules; and

(ii) you agree that the Submission Materials shall be a "work made for hire," with all rights therein, including, without limitation, the exclusive copyright, being the property of SLM. In the event the Submission Materials are considered not to be a "work made for hire," you irrevocably assign to SLM all right, title, and interest in your entry (including, without limitation, the copyright) in any and all media whether now known or hereafter devised, in perpetuity, anywhere in the world, with the right to make any and all uses thereof, including, without limitation, for purposes of advertising or trade.

(c) You hereby hold SLM harmless from and against any third party claim arising from use of the Submission Materials. You waive any right to privacy. You waive any right to inspect or approve uses of the Submission Materials or to be compensated for any such uses. You hereby represent and warrant that you are at least 13 years of age and that you have read these Official Rules and are fully familiar with its contents.

(d) By providing Submission Materials in connection with this Contest, you grant to SLM and its affiliated companies the right, except where prohibited by law, to use your name, likeness, picture, address (city and state), e-mail address, voice, biographical information, Submission Materials, entry form information and written and oral statements, for advertising and promotional purposes in promoting or publicizing the Submission Materials, SLM and its products or services, without compensation unless required by law. You shall have no right of approval, no claim to compensation, and no claim (including, without limitation, claims based on invasion of privacy, defamation, or right of publicity) arising out of any use, blurring, alteration, or use in composite form of your name, picture, likeness, address (city and state), e-mail address, biographical information, or entry. The rights granted under this paragraph shall extend to SLM and its affiliated companies with respect to all entrants in the Contest, including the entrant who is selected as the Winner and those entrants who are not selected as the Winner. SLM is under no obligation to use the Submission Materials for any purpose.

4. Selection of Winner / Prize.

(a) All entries will be judged by a panel of judges experienced in the music industry who will judge the entries in their sole and unfettered discretion on the basis of the following criteria: originality (25%), creativity (25%), concept (25%), and presentation (25%). The winner shall be the person whose entry receives the highest overall score (“Winner”). In the event of a tie, the winner shall be the person whose entry receives the highest score on originality. There will be one (1) Winner of the Contest. Winner will be selected on or about November 14th, 2008. The decision of the judges in their sole and unfettered discretion shall be final and binding in all regards.

The Winner will be notified by telephone or email, and Winner (and parent or legal guardian if the Winner is under 21 years of age) will be required to sign and return an Affidavit of Eligibility and Publicity/Liability Release (and any other documents required by SLM), within five (5) calendar days of notification. If the Winner cannot be contacted within five (5) calendar days of first notification attempt, if the prize notification is returned as undeliverable, if the Winner rejects the prize or in the event of noncompliance with these Rules, the prize will be forfeited and an alternative winner may be selected from all remaining eligible entries. Upon prize forfeiture, no compensation will be given. The Affidavit of Eligibility must be complete and must include the Winner’s social security or resident alien identification number. The information in Winner’s Affidavit of Eligibility must be correct and must be identical to the information provided in Winner's Entry or the Winner will be disqualified.

(b) Prizes: One (1) First Place Winner will receive:

- Remix winner will have their remix stripped on the digital release in the United States of the record “Break Up The Concrete” crediting the winner in the song title.

- Two (2) tickets to attend a Pretenders concert during their upcoming United States tour. Shangri La Music will provide Winner with a list of cities where The Pretenders will perform and Winner may select the destination. Winner and travel companion are responsible for their own transportation to and from the concert as well as any other expenses, including, but not limited to lodging, meals, incidentals, souvenirs, telephone charges, insurance, federal, state and local sales or other taxes and surcharges;

- The opportunity for Winner and guest to meet members of The Pretenders; and

- If the Winner is unable to select a concert date within the time period designated by SLM, the prize will be forfeited and SLM may award the prize to an alternate winner. Prizes do not include any additional expenses, including, but not limited to incidentals, meals, telephone charges, travel insurance, souvenirs, upgraded transportation, additional ground transportation, federal, state and local sales or other taxes and surcharges which are the responsibility of each winner.

Estimated combined retail value of prizes is Seventy Five Dollars ($75). The approximate retail value of the prizes represents SLM’s good faith determination. That determination is final and binding and cannot be appealed. If the actual value of the prizes turns out to be less than the stated approximate retail value, the difference will not be awarded in cash.

At the sole discretion of SLM, the Winner’s audio remix may appear on a future Pretenders album. No compensation will be provided to the Winner in the event the audio remix is used. NOTE: BY WINNING THIS CONTEST THERE IS NO GUARANTEE THAT YOUR AUDIO REMIX WILL BE USED BY SLM OR OTHERWISE.

(c) By accepting the prizes, Winner releases and discharges SLM, its affiliated companies and their respective parents, subsidiaries, affiliates, advertising and promotion agencies, and all their respective employees, officers, directors, representatives and agents from any liability or damage due in whole or in part to the award, acceptance, possession, use or misuse of any prize or from participation in this Contest. SLM reserves the right to substitute a comparable prize of like or greater value for any prize, or to pay Winner a cash equivalent (the value of which shall be determined by SLM in its sole discretion), for any reason.

(d) If, for reasons beyond SLM’s control (including, but not limited to, tampering or computer virus infection), the Contest is not capable of running as originally planned, SLM, at its sole discretion, reserves the right to cancel or modify the Contest, without liability. All taxes (including, but not limited to, income taxes) are the sole responsibility of Winner. Winner (and parent or legal guardian of Winner under 21) may be required to execute (and have notarized) an Affidavit of Eligibility, a Liability Release, and/or a Publicity Release (the "Affidavit/Release") which must be returned to and received by SLM within five (5) calendar days from Winner’s receipt of the Affidavit/Release. Winner will also be required to send a copy of his/her passport, drivers license or birth certificate as proof of age and residency. Non-compliance with any of these requirements may result in disqualification, in which case an alternate winner may be chosen. All entrants agree to comply fully with each provision in these Official Rules. Any person attempting to defraud or in any way tamper with this Contest and any person who does not comply with these Official Rules, will be ineligible for any prize and may be prosecuted to the full extent of the law.

5. Issues of Law.

All federal, state and local laws and regulations are applicable. THE CALIFORNIA COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THE CONTEST AND THE LAWS OF THE STATE OF NEW YORK SHALL EXCLUSIVELY GOVERN THE CONTEST. EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS. The Contest is void where restricted or prohibited by law.

6. Your Release of SLM From Any and All Liability.

Entrants agree that SLM and the Contest Entities shall not be liable for losses or injuries of any kind resulting from: (i) acceptance/possession and/or use/misuse of prize(s), (ii) participation in the Contest, (iii) individual, joint or collective technical malfunctions of the telephone network and/or transmission line, computer on-line system, computer dating mechanism, computer equipment, hardware and/or software, or (iv) any delay or distortion of an entry resulting from data transmissions that are garbled, incomplete, misdirected, lost, mutilated, delayed, corrupted, mechanically duplicated, illegible or otherwise not in compliance with these Official Rules. Entrants also agree that SLM and the Contest Entities are not responsible or liable for any injury or damage to an entrant's or third person's computer related to or resulting from the Contest and/or its prizes. SLM and the Contest Entities are not liable for damage to a user's computer system (including, without limitation, any server failure or lost, delayed or corrupted data or other malfunction) due, either directly or indirectly, to an entrant's participation in the Contest or downloading of information in connection with the Contest. SLM reserves the right to modify or cancel the Contest in the event that any portion of any website used to administer any aspect of the Contest becomes technically corrupted.

7. How to Get More Information

(a) To obtain the identity of the prize winner, send a self-addressed, stamped envelope to the Pretenders “Break Up The Concrete” Audio Contest Winner List, Shangri-La Music 2202 Main Street, Santa Monica, CA 90405 by November 10th, 2008.

The sponsor of this Contest is Shangri-La Music 2202 Main Street, Santa Monica, CA 90405. Questions regarding the Contest can be directed by mail to Pretenders “Break Up The Concrete” Audio Contest, Shangri-La Music 2202 Main Street, Santa Monica, CA 90405.

(b) Copies of these Official Rules may be obtained by sending a self-addressed, stamped envelope to Pretenders “Break Up The Concrete”Audio Contest Official Rules, Shangri-La Music 2202 Main Street, Santa Monica, CA 90405. (WA and VT residents may omit return postage.) Requests for Official Rules must be received by October 31st, 2008. All times and dates in these Official Rules are Pacific Standard Time.