NO PURCHASE IS NECESSARY TO ENTER OR WIN THIS CONTEST. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

The Pop It Off Boyz CRANK DAT BATMAN CONTEST (“Contest”) starts at 12:00:00 am Pacific Standard Time (“PST”) on 11/12/07 and ends at 11:59:59 pm PST on 12/10/07 (“Entry Period”). The sponsor of this Contest is Universal Records, a division of UMG Recordings, 1755 Broadway, 7th Floor, New York, NY 10019 (the “Sponsor”). The Contest shall be subject to these Official Rules, and by entering, all participants agree to be bound by the terms and conditions herein.

ELIGIBILITY: This Contest is only open to legal residents of the contiguous Continental United States and the District of Columbia, eighteen (18) years of age or older as of entry date. Employees of the Sponsor, YouTube, Inc., the artists’ Pop It Off Boyz, Universal Motown Records, their respective parent companies, affiliates, subsidiaries, and related companies, agencies, the judging panel (collectively, the “Promotion Parties”), and their immediate families (defined as parents, children, siblings and spouse and their respective spouses, regardless of where they reside) and those living in the household of same, whether or not related, are not eligible to enter or win. This Contest is void in Alaska, Hawaii, Puerto Rico, all U.S. territories and possessions and overseas military installations and where prohibited or restricted by law. By entering, entrants agree that they have read these Official Rules and to abide by and be bound by all terms of these Official Rules. HOW TO ENTER: During the Entry Period, you may enter via the Internet by logging on and registering (if you are not already registered, you will need to create a user name and password) at the Internet web site at www.Youtube.com/Groups/crankdatbatman (“Web Site”) and following the directions to complete the online entry in its entirety, including joining the Pop It Off Boyz Contest YouTube Group, creation and uploading of your submission of your music video (“Submission”) cut to the Pop It Off Boyz song Crank Dat Batman completing and submitting the online entry form. Specific requirements for video Submission are as follows:

Video must include the Pop It Off Boyz song Crank Dat Batman that is available for downloading at the Web Site.

Video must be submitted as either a .MOV, .AVI or .MPG file

Video must be no longer than 1 minute in length or larger than 100mb in file size.

For high quality on YouTube, it is recommended that you submit in MPEG4 (Divx, Xvid) format at 320x240 resolution with MP3 audio, at 30 frames per second. Resizing your video to these specifications before uploading will help your clips look better on YouTube.

Prior to submitting your entry Submission, you will be required to click on the “I accept and agree to the Official Rules button on the Pop It Off Boyz Crank Dat Batman CONTEST Online Entry Page. Once you have uploaded your submission and filled out the entry form information including your name, complete address, daytime telephone number and age, then you will be required to click on the submit button, at that point, you will be entered into the Contest. ALL ENTRIES MUST BE RECEIVED BY 11:59:59 PM PST ON 12/10/07.

The Promotion Parties and their respective officers, directors, shareholders, employees and agents, and any and all Internet servers and access provider(s) (collectively, the “Releasees”) are not responsible for: any incorrect or inaccurate entry information; human error; technical malfunctions; failures, omission, interruption, deletion, or defect of any telephone network, computer online or e-mail systems, computer equipment, servers, providers, or software, including any injury or damage to participant's or any other person's computer relating to or resulting from participation or inability to participate in this Contest; inability to access the Web Site or any pages thereof; inability to download any material from the Web Site; inability to upload entry information; theft, tampering, destruction, or unauthorized access to, or alteration of entries; data processing 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; or for any other errors or problems of any kind relating to or in connection with the Contest, whether computer, network, technical, printing, typographical, human or otherwise or any combination thereof, including, without limitation, any errors or problems which may occur in connection with the administration of the Contest, the processing or judging of entries, the announcement of the prizes or in any Contest-related materials. Proof of submitting an entry is not considered proof of delivery or receipt. Illegible, incomplete and entries that do not meet all of the stated requirements for entry in the Contest will be disqualified. All entries become the property of the Sponsor and will not be returned. False and/or deceptive entries or acts shall render entrants ineligible. Material(s) provided by Sponsor at Web site are only to be used solely for the purposes of this Contest and cannot be used for any other purpose or use. By entering the Contest, entrants affirm that they have read and accepted these Official Rules.

Privacy Information. The information obtained from the entry will be used by Sponsor and its affiliates unless otherwise noted by the entrant. For more details, please see our privacy policy at the Web Site. The laws of the State of New York, USA apply to and govern this Sweepstakes and any claims must be raised and resolved in the Federal or state courts located in New York County, New York, United States.

WINNER SELECTION: Judging will be done in the below stated fashion. At the conclusion of all judging, one (1) prospective Grand Prize winner, will be determined.

Semi-Finalist Round: All eligible entries received will be judged in a Preliminary Round according to the following criteria with equal weight assigned to each criteria:

All Preliminary Round judging will be done by a panel of judges made up of employees of Sponsor and Preliminary Round judging is scheduled to be completed on or about 12/11/07. The ten (10) eligible entries judged to have achieved the ten (10) highest scores according to the above-specified criteria, as determined by Sponsor, shall be declared the Semi-Finalists. In the case of a tie, Semi-Finalist(s) will be determined from such tied entries on the basis of the entry’s rank in the first criterion, continuing in descending order thereafter to the second and third criteria, as needed to break the tie. Sponsor reserves the right to choose fewer than ten (10) Semi-Finalists if, in its sole discretion, it does not receive a sufficient number of eligible and qualified entries.

Sponsor in its sole discretion shall determine if any entry is inappropriate for any reason for public release including but not limited to publication on Sponsor’s Web site. Sponsor shall have the right to disqualify any entries that it deems to not meet the criteria, or due to technical, legal, clearance or other problems, or which it deems to be obscene or otherwise not in good taste, as determined by Sponsor in its sole discretion. Entries may not defame or invade the publicity or privacy rights of any person, living or deceased, or otherwise infringe upon any person’s personal or proprietary rights. Sponsor and Judges’ decisions are final and binding with respect to all matters relating to this Contest.

Final Round: The ten (10) Semi-Finalists’ submitted entries shall be re-judged in the Final Round according to the identical set of judging criteria stated above. The Final Round of judging shall be conducted by the Pop It Off Boyz. The compilation of the total score judging of the Final Round shall be completed on or about 12/11/07. The one (1) entry scoring the highest in the Final Round of judging shall be declared the Grand Prize Winner of the Contest and as such a Contest Winner of the Contest.

In the case of a tie, winner(s) will be determined from among such tied Finalists on the basis of the Finalist’s rank in the first criterion, continuing in descending order thereafter to the second and third criteria, as needed to break the tie. Sponsors reserve the right to choose fewer than the stated number of Contest winners (as detailed above) if, in its sole discretion, it does not receive a sufficient number of eligible and qualified Finalist entries.

All Contest winners will be notified within ten (10) days of the completion of the Final Round of judging. Contest winners will be required to execute and return an Affidavit of Eligibility/Release of Liability/Submission Release/Transfer of All Rights and Waiver Agreement form, a completed IRS W-9 form, and (except where prohibited) a Publicity Release form within ten (10) days of date of issuance of notification. If a Contest winner is a minor in the jurisdiction in which he/she resides, his/her parent or legal guardian will be required to execute all required documents on his/her behalf. Grand Prize winner’s travel companion (or their parent or legal guardian if the travel companion is the minor child or ward of the Grand Prize winner) will also be required to execute a Release of Liability and (except where prohibited) a Publicity Release within this same deadline. A minor will not be allowed to participate in any portion of Grand Prize travel without being accompanied by their parent or legal guardian.

Failure to return all required documents within the deadline or comply with these Official Rules may result in the forfeiture of place as a Contest winner and, at Sponsor’s discretion, a runner-up may be selected. Any notification returned to Sponsor or its fulfillment company as undeliverable for any reason will be forfeited and, at Sponsor’s discretion, a runner-up may be notified. If a runner-up selection is necessary for any reason, in any judging round, the entry with the next highest total score shall be declared the Finalist or Contest winner, as applicable.

Acceptance of a prize constitutes permission (except where prohibited by law) for Sponsor and its designee(s) to use the Contest winner’s name, address, likeness, voice, statements and entries (and any version thereof) for advertising, promotion and publicity purposes worldwide, in any medium now known or hereafter created, without additional compensation or limitation.

PRIZES:

Grand Prize (1 will be awarded):

• Grand Prize winner take part in a video shoot for Pop It Off Boyz at a location to be determined by Sponsor. See below for travel details.
The Grand Prize shall include a trip for two (2) people to a destination city (determined by Sponsor), including roundtrip (“r/t”) coach airfare (via an airline carrier selected by Sponsor) between the major US gateway city airport closest to the winner's home and the destination city, two (2) consecutive nights accommodations (1 standard room, double occupancy) at a hotel (specific hotel selected by Sponsor), r/t airport/hotel transfers in destination city. NOTE: all meals, incidentals, ground transfers, gratuities, telephone calls, all personal expenses incurred by the Grand Prize winner and his or her travel companion during their stay and any other expenses not specified herein are the sole responsibility of the Grand Prize Winner and his or her travel companion. Hotel accommodations consist of room and room tax charges only. If Grand Prize winner lives within close proximity of destination city (as determined by Sponsor), airfare portion of prize will be forfeited and Sponsor may elect (at its sole discretion) to provide ground transportation. Specific mode of ground transportation selected at sole discretion of Sponsor. Grand Prize winner and his or her travel companion must travel on the identical itinerary on dates selected by Sponsors. Travel must originate from and end at the same airport. Once travel commences, no stopovers are permitted; if stopover occurs, full fare will be charged from stopover point for the remaining segments, including return, of the trip. All travel elements are subject to availability. Other travel restrictions may apply. Grand Prize Winner and his or her travel companion will be required to provide appropriate Federal or state government issued photo identification at time of travel. Travel will not be eligible for frequent flyer points or miles. Grand Prize Winner and his or her travel guest are solely responsible for determining and obtaining all necessary travel documents and other travel requirements. No changes will be made to travel details once any portion of travel arrangements have been made, except at Sponsor’s (or its designee’s) sole discretion. Releasees are not responsible for changes in schedule of any element of the Grand Prize, and Releasees are not liable for any expenses incurred as a consequence of flight cancellation/delay. Sponsor will not replace any lost or stolen tickets, travel vouchers or certificates. All taxes/fees and expenses in conjunction with air tickets are the responsibility of the Grand Prize winner, including all necessary government documentation. Trip is non-transferable and has no cash value. An unclaimed and/or unused travel package will remain the property of Sponsor.

The approximate retail value (“ARV”) of the Grand Prize is $2,500 (specific value will be determined by cities of origination and destination, market conditions on dates of travel and additional conditions detailed above).

* Specific autographs subject to band member availability.

The total ARV of all prizes to be awarded in the Contest is $3,500. Prizes are not transferable or redeemable for cash. No substitution of prize permitted, except due to unavailability, in which event a prize of comparable value will be substituted at the sole discretion of Sponsors. All Federal, state, local or other taxes, are the sole responsibility of winners.

GENERAL: This Contest is subject to all applicable federal, state and local laws and regulations. All entrants represent and warrant that any material that he or she submits is entrant’s original creation (except for material(s) furnished by Sponsor), has not been previously published or won an award, does not infringe upon the copyright or any other right or interest of any other person or organization, and that the entrant has not previously granted any rights to such material to any other person or organization, nor does any third party have any interest in such materials. Sponsor reserves the right to conduct background checks on any Contest winner and to verify the accuracy or legitimacy for truthfulness of any information contained within the submitted entry. By entering this Contest, entrants (i) agree that all entries and any other materials submitted (whether acceptable or not, regardless of the form they take) will be owned exclusively by Sponsor, (ii) waive all rights of droit moral and other rights of authorship in and to the material submitted, and (iii) grant Assignees (as defined below) the absolute and exclusive right and permission to edit, modify, publish, exploit and use the content of and elements embodied in the entry and the entry itself worldwide in perpetuity in any and all media (whether now existing or hereafter devised) and in any manner, for trade, advertising, promotional or any other purposes without further approval, permission or consideration. Entrant further warrants and represents that none of the elements comprising the entry nor the performances embodied thereon, nor any other materials submitted by Entrant, nor any use thereof by Sponsor, or its grantees, licensees or assigns will violate or infringe upon the rights of any third person or entity. If requested by Sponsor, Entrant agrees to submit to Sponsor additional documentation verifying that Entrant has obtained appropriate waivers regarding and/or releases for the use of the name, likeness and/or image of any person appearing in the entry; provided, Sponsor’s failure to request such additional documentation shall not be construed to limit Entrant’s representation and warranty that all such clearances and permissions have been obtained. Entrants also agree that Sponsor, its affiliated and subsidiary companies, licensees, designees, successors and assigns (collectively, “Assignees”) shall have the right and permission to use the name, city and state of residence, signature, voice, picture or other likeness, entry, entry information and/or entry submission of entrant in any manner or media now or hereafter known (including, without limitation, placing entrant’s name, signature, entry, and/or entry information onto the Sponsor’s or Pop It Off Boyz web sites or other site(s) promoting this Contest) without further consideration or notification to or permission from entrant or any third party, except where prohibited by law. Entrants hereby assign all their right, title, and interest in and to the entry Submission and other Contest elements to Assignees, in perpetuity throughout the universe.

Releasees shall not be liable for personal injuries, death, damages, expenses or costs or losses of any kind resulting from participation or inability to participate in this Contest or acceptance of or use or inability to use the prize or parts thereof including, without limitation, claims, suits, 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. Entrants release the Releasees from any and all liability and responsibility with respect to the prizes (including any property loss, damage, personal injury or death). Winner acknowledges that the aforementioned individuals and entities have neither made nor are in any manner responsible for any warranty, representation or guarantee, expressed or implied, in fact or in law, related to the prizes. Entrants agree to indemnify and hold Releasees harmless from all claims, liabilities, damages and costs (including reasonable legal fees and court costs) arising from any breach by entrant of any warranty or agreement made by entrant herein.

If a prize (or portion thereof) cannot be awarded due to circumstances beyond the control of the Sponsor, a substitute prize of comparable or greater retail value will be awarded at the discretion of the Sponsor. Releases shall not be liable to winner or any other person for failure to supply the prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Releasees’ sole control. Releasees shall not be responsible for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carrier(s), hotel(s), or other transportation companies or any other persons providing any of these services and accommodations to passengers including any results thereof such as changes in services or accommodations necessitated by same. Releasees shall not be liable for any loss or damage to baggage.

If for any reason this Contest is not capable of running as planned or does not allow the proper playing of the Contest and processing of entries per these rules, or if tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in Sponsor’s sole opinion, corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Contest, Sponsor reserves the right, in its sole discretion, to disqualify any individual (and void his/her entry) implicated in such action, and/or to modify or terminate the Contest or further entry in this Contest, as Sponsor deems appropriate. If modification or termination of this Contest occurs, notification will be posted on the Web Site and Sponsor may, at its discretion, select potential Finalists from among all eligible, non-suspect entries received up to time of action. In the event of a dispute as to entries submitted by multiple users having the same e-mail account, the authorized subscriber of the e-mail account used to enter the Contest at the actual time of registration will be deemed to be the participant and must comply with these rules. Authorized account subscriber is deemed to be the natural person who is assigned an e-mail address by an Internet access provider, on-line service provider or other organization, which 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 Sponsor with proof that he/she is the authorized account holder of the e-mail address associated with the winning entry and that all eligibility requirements are met. ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Entrant waives any right with respect to injunctive or other equitable relief in connection with this Contest.

For an Official Winner’s List, available after 12/12/07 or a copy of these Official Rules, send a self-addressed, stamped envelope to: Pop It Off Boyz/ Crank Dat Batman Contest - WINNER’S LIST - OR - OFFICIAL RULES Pop It Off Boyz/ Crank Dat Batman CONTEST, Universal Motown Records Group, 1755 Broadway, 7th Floor, New York, NY 10019. VT residents may omit return postage for Official Rules request. Official Rules are also available during the Entry Period at the Web Site.

(©) 2007 Universal Motown Records, a division of UMG Recordings. All Rights Reserved.