PROMOTION DESCRIPTION: The Contest begins at 6:00 a.m. Eastern Time ("ET") on July 28th, 2008 and ends at 11:59 p.m. ET on September 23rd, 2008 (the "Contest Period"). The Contest provides entrants with the opportunity to create their own lyrical performance (a "Rap") using instrumental music produced and created by the artist/producer professionally known as “David Banner” (the “Finalist Judge”) (the foregoing the "Beats") and to submit the Rap for consideration. The Contest consists of one (1) preliminary round from July 29th 2008 through August 26th (the "Preliminary Competition") and a finalist competition from August 27thth through Sept 27th (the "Finalist Competition"). The Preliminary Competition will consist of a 4 week "Submission Period" and a 4 week "Judging Period." The winners of the Preliminary Competition will move on to compete in the Finalist Competition. Eligible submissions will be judged, as more fully set forth below. By participating in the Contest, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of SRC Records, Inc. 1755 Broadway, 7th Floor, New York, NY 10019, ("Sponsor"), which shall be final and binding in all respects.

ELIGIBILITY: CONTEST IS OPEN ONLY TO LEGAL RESIDENTS OF THE FIFTY (50) UNITED STATES AND THE DISTRICT OF COLUMBIA, WHO ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AT TIME OF ENTRY. THE CONTEST IS VOID OUTSIDE THE AREA SPECIFIED ABOVE AND WHERE PROHIBITED BY LAW. Sponsor, Amazon.com, Inc. (“Amazon”) and their respective parents, subsidiaries, affiliates, distributors, retailers, sales representatives, advertising and promotion agencies and each of their respective officers, directors and employees (collectively, the "Promotion Entities"), are ineligible to enter the Contest or win a prize. Furthermore, you may not participate in this Contest if you are under contract with: (i) any record company, or (ii) any major publishing company. Additionally, by participating in the Contest you acknowledge that you are authorized, empowered and able to fully perform your obligations hereunder and your participation in the Contest and Sponsor’s exploitation of the Rap does not infringe upon the right of any person or entity, as determined by the Sponsor in their sole and absolute discretion.

HOW TO ENTER: To enter, visit the web site (the "Website"), and register to participate in the Contest. After completing registration, you will have access to the Beats. Once your Rap is complete, follow the online instructions to upload and submit your Rap directly to the Website. Each Rap that is entered into the Contest must meet the following "Rap Requirements" (any Rap that, in Sponsor's sole and absolute discretion, violates the following criteria will be disqualified): (a) the Rap must be between :30 seconds and 2 minutes :30 seconds in length;
(b) the Rap must be the submitting entrant's original, previously unpublished work and not contain any third party copyrighted material; and (c) The Rap must be received by the end of the Submission Period to be considered. No substitutions of new versions of Raps will be accepted under any circumstances once the Rap is submitted for consideration into the Preliminary Competition. The Website's database clock will be the official time keeper for online entries in this Contest. Any Rap that is considered by Sponsor in its sole and absolute discretion to be obscene, pornographic, libelous, hate speech, violative of the rights of any third party or otherwise objectionable, in whole or in part, will be disqualified and will not be eligible for entry. Except as otherwise stated in these Official Rules, personal information collected in connection with this Contest will be used in accordance with the privacy policy found on the Website and with the consent given by an entrant at the time of entry. Any communication or information transmitted to Sponsor and/or the Website by electronic mail or otherwise is and will be treated as non-confidential and nonproprietary. Proof of submission is not considered proof of delivery to or receipt of such entry. Furthermore, Sponsor shall have no liability for any Rap that is lost, intercepted or not received by the Sponsor. By entering the Contest, each entrant acknowledges and agrees that: (a) Sponsor is granting entrants a limited, non-exclusive license to use the Beats in connection with, and solely as a part of, the Contest, (b) entrants shall have no right, title or interest in the Beats, and (c) any use of the Beats other than as expressly permitted by these Official Rules may constitute copyright infringement. ONLY ONE (1) ENTRY PER PERSON WILL BE ACCEPTED.

FINALIST SELECTION: At the conclusion of the Preliminary Competition, and assuming a sufficient number of eligible Raps are received, individuals who register on the Website will be eligible to review and vote on their favorite Rap (from among all eligible Raps). The fifty (50) Raps that receive the most votes will advance to the final round (the “Finalist Competition”). Finalists will be notified by Sponsor, whose decisions will be final and binding and not subject to challenge or appeal on eligibility determinations and all other matters relating to this Contest. Finalist determination will be subject to Sponsor's verification of the Finalist's eligibility. Potential Finalists will be notified by telephone, email and/or regular mail using contact information provided at the time of entry. Sponsor shall have no liability for any Finalist notification that is lost, intercepted or not received by the potential Finalist for any reason. If any potential Finalist does not respond within the time required by Sponsor, or if any Finalist notification is returned as unclaimed or undeliverable to a potential Finalist, such potential Finalist will forfeit his/her status as a Finalist and an alternate Finalist may be selected. If any potential Finalist is found to be ineligible, or if he/she has not complied with these Official Rules or declines his Finalist status for any reason, such potential Finalist will be disqualified and the prize may be awarded to an alternate winner.

REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: Each person who enters this Contest represents and warrants as follows: (i) the Rap is the entrant's own original, previously unpublished, and previously unproduced work; (ii) the Rap does not contain any computer virus, is otherwise uncorrupted, is wholly original; (iii) entrant is not a party to or otherwise subject to any agreement with a third party for his or her recording services, the term of which is currently in effect or as to which entrant remains obligated to perform for the making of recordings; (iv) entrant is not a party to any agreement, whether written or oral, with any other person or entity which is inconsistent with or which will interfere with entrant's performance of his or her obligations hereunder or with the rights purported to be granted to Sponsor; (v) Sponsor’s and/or Sponsor’s designees exploitation of the Rap will not infringe upon the rights of any person and/or entity; and (vi) the Rap does not and will not violate any applicable laws, and is not and will not be defamatory or libelous, and as of the date of submission, is not the subject of any actual or threatened litigation or claim. Each entrant hereby agrees to indemnify and hold the Promotion Entities harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder.

GRANT OF RIGHTS: Each entrant into the Contest hereby irrevocably grants, transfers, sells, assigns and conveys to the Sponsor, their successors and assigns, all present and future right, title and interest of every kind and nature whatsoever, including, without limitation, all copyrights, and all rights incidental, subsidiary, ancillary or allied thereto (including, without limitation, all derivative rights) in and to the Rap (including the recorded performance thereof and the lyrics (i.e., the composition embodied in the Rap) and/or other literary material embodied in the Rap) for exploitation throughout the universe, in perpetuity, by means of any and all media and devices whether now known or hereafter devised. Sponsor shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate, or alter the Rap for any purpose which Sponsor deems necessary or desirable, and each entrant irrevocably waives any and all so-called moral rights they may have therein. Each entrant hereby acknowledges that such entrant does not reserve any rights in or to the Rap.

PUBLICITY RELEASE: By participating in the Contest, in addition to any other grants which may be granted in any other agreement entered into between Sponsor and any entrant in or winner of the Contest, each entrant irrevocably grants the Promotion Entities and their respective successors, assigns and licensees, the right to use such entrant's name, likeness, biographical information and Rap, and any individual(s) participating therein, in any and all media for any purpose, including without limitation, any advertising and promotional purposes, and hereby release the Promotion Entities from any liability with respect thereto. Additionally, entrant further acknowledges and agrees that Sponsor shall have the right to interview entrant and/or to film, videotape and/or record such interviews and/or other activities of entrant for use on and/or in connection with the Contest and the Website and/or as Sponsor otherwise determines in its absolute discretion, without any compensation to entrant. The results and proceeds of all such recordings shall be the exclusive property of Sponsor.

PRIZE: One (1) Grand Prize is available. The Winning Rap (and the name of the Grand Prize winner) will be promoted for a period of seven (7) days (the “Promo Period”), by making the Winning Rap available for free download by end users of the Amazon online digital music store (i.e., MP3) in the United States during the Promo Period. For the avoidance of doubt, you hereby acknowledge that in connection with making the Winning Rap available as a free download, you are waiving any and all proceeds or remuneration in connection with such downloads. Additionally, the Grand Prize shall also consist of a “DJ Music Mixer” (i.e., beat-mixing system to create your own custom DJ-style music). No cash alternative or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of comparable value if the prize listed is unavailable, in whole or in part, for any reason. Prizes will be delivered only to an address in the United States. All details and other restrictions of prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion. The prize is nonassignable and nontransferable. The odds of winning the Grand Prize are determined by the total number of eligible entries received.

GENERAL PRIZE CONDITIONS: All details and other restrictions of prizes not specified in these Official Rules will be determined by Sponsor in its sole discretion. The Grand Prize winner shall be solely responsible for all federal, state and/or local taxes (if any), and the reporting consequences thereof (if any), and for any other fees or costs (if any) associated with the applicable prize. The Grand Prize winner must execute any and all documentation as may be reasonably requested by Sponsor (including, without limitation, an Affidavit of Eligibility, a Liability Release, and (where imposing such condition is legal) a Publicity Release (collectively, "Prize Claim Documents")). If a Grand Prize winner fails or refuses to sign and return and of the Prize Claim Documents within seven (7) days of prize notification (or a shorter time if required by exigencies), the Grand Prize winner may be disqualified and an alternate Grand Prize winner may be selected.

GENERAL LIABILITY RELEASE/FORCE MAJEURE: Entrants agree that the Promotion Entities (a) shall not be responsible or liable for any losses, damages or injuries of any kind resulting from participation in the Contest or any Contest-related activity, or from entrants' acceptance, receipt, possession and/or use or misuse of the prize(s), and (b) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to the prize(s), including, without limitation, to such prize's quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant's computer system which is occasioned by accessing the Website or participating in the Contest, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Contest or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Contest, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. In the event less than ten (10) eligible Raps are received or Sponsor is prevented from awarding prize(s) or continuing with the Contest as contemplated herein by any event beyond its control, Sponsor shall have the right to modify, suspend, or terminate the Contest. If the Contest is terminated for any reason before the designated end date, Sponsor will (if possible) select the winner from all eligible, non-suspect submissions received as of the date of the event giving rise to the termination. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

NATURE OF RELATIONSHIP/WAIVER OF EQUITABLE RELIEF: Each entrant hereby acknowledges and agrees that the relationship between the entrant and the Promotion Entities is not a confidential, fiduciary, or other special relationship, and that the entrant's decision to provide the entrant's Rap to Sponsor for purposes of the Contest does not place the Promotion Entities in a position that is any different from the position held by members of the general public with regard to elements of the entrant's Rap. Each entrant understands and acknowledges that the Promotion Entities have wide access to ideas, music and lyrics and that new ideas are constantly being submitted to it or being developed by its own employees. Each entrant also acknowledges that many ideas or lyrics may be competitive with, similar or identical to the Rap and/or each other in theme, idea, plot, format or other respects. Each entrant acknowledges and agrees that such entrant will not be entitled to any compensation as a result of any Promotion Entity's use of any such similar or identical material. Each entrant acknowledges and agrees that the Promotion Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Rap.

NO OBLIGATION TO USE: Sponsor shall have no obligation (express or implied) to use any Rap, or to otherwise exploit any Rap or, if commenced, to continue the distribution or exploitation thereof, and Sponsor may at any time abandon the use of any Rap for any reason, with or without legal justification or excuse, and contestants shall not be entitled to any damages or other relief by reason thereof.

FURTHER DOCUMENTATION: If Sponsor shall desire to secure additional assignments, certificates of engagement for the Submission or other documents as Sponsor may reasonably require in order to effectuate the purposes and intents of these Official Rules, then each entrant agrees to sign the same upon Sponsor's request therefor.

DATES & DEADLINES/ANTICIPATED NUMBER OF CONTESTANTS: Because of the unique nature and scope of the Contest, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Contest. Sponsor cannot accurately predict the number of entrants who will participate in the Contest.

WINNERS LIST/OFFICIAL RULES: To obtain a copy of any legally-required winner’s list, send a self-addressed stamped envelope to: Record With David Banner Contest - Winners, 1755 Broadway, 7th Floor New York, NY 10019 All such requests must be received by August 28th, 2008. Official Rules are also available during the Contest Period at the Website.