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THE FOLLOWING PROMOTION IS INTENDED ONLY FOR LEGAL RESIDENTS IN THE UNITED STATES AND THE DISTRICT OF COLUMBIA (EXCLUDING OVERSEAS MILITARY INSTALLATIONS, PUERTO RICO AND OTHER U.S. TERRITORIES) AND SHALL ONLY BE CONSTRUED AND EVALUATED ACCORDING TO UNITED STATES LAW. DO NOT PROCEED WITH THIS SWEEPSTAKES IF YOU ARE NOT A RESIDENT IN THE UNITED STATES OR IF YOU ARE LOCATED IN AN OVERSEAS MILITARY INSTALLATION, PUERTO RICO, OTHER U.S. TERRITORIES OR FOREIGN TERRITORIES. VOID WHERE PROHIBITED.

Mike & Mike's Road Race Sweepstakes on ESPN Radio
Presented by Shell Nitrogen-Enriched Gasoline
OFFICIAL RULES

1. GENERAL: These are the official rules, (the "Official Rules") for the "Mike & Mike's Road Race" Sweepstakes presented by Shell Nitrogen-Enriched Gasoline, (the "Sweepstakes"). The Sweepstakes is sponsored by ABC Radio Networks Assets, L.L.C. dba ESPN Radio (the "Sponsor/Administrator") 261 Madison Avenue, New York, NY 10016, and is presented by Shell Nitrogen Enriched Gasoline provided by Shell Oil Products US (the "Prize Provider"). All federal, state and local laws and regulations apply.

2. NO PURCHASE NECESSARY. Open to legal residents of the United States, Washington D.C., and Puerto Rico (EXCLUDING, WITHOUT LIMITATION, U.S. RESIDENTS IF LOCATED IN AN OVERSEAS MILITARY INSTALLATIONS AND OTHER U.S. TERRITORIES), who are 21 years old or older as of the date of entry (an "Entrant" or "You"). Employees or agents of Sponsor/Administrator, Prize Provider, (collectively, the "Promotion Entities") and their respective parent, member and successor companies, affiliates, subsidiaries, advertising and promotional agencies, and the members of the immediate families of any of the foregoing or those persons living in the same household of such individuals are ineligible to enter or win.

3. SWEEPSTAKES PERIOD: The Sweepstakes begins 12:00 am ET January 19, 2010 and ends 11:59 pm ET March 28, 2010 (the "Sweepstakes Period"). For purposes of these Official Rules, all times are Eastern Time (ET). This Sweepstakes is made up of weekly entry periods.

4. HOW TO ENTER: To enter the Sweepstakes an entrant must be a member of espn.com or one of our family of sites (ABC.com, ABCNEWS.com, Disney Online, ESPN.com, Family.com, Movies.com). If an entrant is already a member, the entrant should log onto ESPNRadio.com, click on the link for the Sweepstakes and follow the instructions to enter the sweepstakes. Registration is free at all of the above sites. If the entrant is not a member, the entrant can register by logging on to ESPNRadio.com, clicking on the link for the Sweepstakes, clicking on the registration link, and following the instructions. Entrants will be asked to provide their name, e-mail address, zip code, birth date, gender and to select a password. Entrants will also be asked to consent to receive promotional e-mails from the Administrator/Sponsor. Consenting to receive promotional e-mails is optional and does not have to be agreed to in order to become a member or win. Entrants may also be asked to answer survey questions or to consent to receive promotional e-mails from the Prize Provider. Answering survey questions or consenting to receive promotional e-mails is optional and does not have to be agreed to in order to be eligible to enter or win the Sweepstakes.

Listeners will be invited to visit espnradio.com and play a Mike & Mike in the Morning themed car driving video game, and/or click to the main Sweepstakes entry page. Follow the instructions to submit an online entry to the Sweepstakes. Entries must be completed in full with all required information to be eligible.

ONE ENTRY PER PERSON (REGARDLESS OF WHETHER ONE PERSON HAS MORE THAN ONE E-MAIL ADDRESS) OR E-MAIL ADDRESS (REGARDLESS OF WHETHER MORE THAN ONE PERSON USES THE SAME E-MAIL ADDRESS) OR MAILING ADDRESS (REGARDLESS OF WHETHER MORE THAN ONE PERSON USES THE SAME MAILING ADDRESS) PER DAY for a total of 43 entries.

E-MAIL CHANGE OF ADDRESS POLICY: It is the sole responsibility of the Entrant to notify Sponsor/Administrator if his or her e-mail address changes. To do so, email the show with the change.

Promotion Entities, and their respective parent, affiliate and subsidiary entities and agencies are not responsible for lost, interrupted or unavailable network, server or other connections, miscommunications, failed phone or computer hardware or software or telephone transmissions or technical failures, garbled or jumbled transmissions or other errors of any kind, whether human, mechanical or electronic, including, without limitation, the incorrect or inaccurate capture of entry information online, or for lost, late, incomplete, damaged, destroyed, delayed, stolen, misdirected or illegible entries. Any entry materials or data that have been tampered with or altered are void. Promotion Entities, and their respective parent, member, affiliate and subsidiary entities and agencies are not responsible for any typographical or other errors in the offer or administration of the Sweepstakes, including, but not limited to, errors in the printing or posting of the offer or official rules, the selection and announcement of any winner, or the distribution of any prize. Once submitted, entries become the sole property of Sponsor/Administrator and will not be returned.

5. WINNER SELECTION: One (1) Grand Prize Winner and ten (10) Weekly Winners will be selected on or about April 1, 2010 in a random drawing from among all eligible entries received by March 28, 2010. Potential winners will be notified by phone and/or e-mail.

The Administrator/Sponsor will conduct the drawing. By participating, entrant agrees to be bound by the Official Rules and the decisions of the Administrator/Sponsor, which shall be final and binding in all respects. In case of dispute as to identity of the winner, such entry will be declared made by the registered user of the e-mail account, and if the prize is won, and such registered user is a valid entrant, the prize will be awarded to such registered user. The "registered user" is the natural person to whom an e-mail address is assigned by an Internet access provider, online service provider or other organization (e.g. business, educational institution, etc.) responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. All entries will be deemed to have been made by the registered user of the e-mail address.

6. PRIZE(S)/APPROXIMATE RETAIL VALUE/ODDS OF WINNING: Grand Prize (1): One Grand Prize winner will receive free Shell Gasoline for a year via $1844 in Shell Gift Cards. Approximate Retail Value of Each Grand Prize: $1844. [ARV is based on average consumer's yearly consumption of 636 gallons (4.5 fuel purchases per month x 11.77 gallons average per purchase x 12 months) at at average present-day cost of $2.90 per gallon (consistent with the US Dept. of Energy Statistics for premium gasoline as of 1/4/10 ($636 x $2.90 = $1844 total).]

Weekly Prizes: Ten (10) weekly winners will each receive $50 in Shell Gasoline in the form of two (2) $25 Shell Gasoline Gift Cards per winner. Approximate Retail Value of Each Prize: $50.

Approximate Retail Value of All Prizes: $2,344.

Odds of winning depend on the number of eligible entries received. ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZE ARE THE SOLE RESPONSIBILITY OF THE WINNER AND WILL BE BASED ON THE ACTUAL RETAIL VALUE OF THE PRIZE.

Winner is solely responsible for any and all expenses relative to participation in Sweepstakes not specified herein.

Sponsor will not replace any lost or stolen prize items. Prize is not transferable except at discretion of Sponsor. No prize substitution except at Sponsor's sole discretion due to prize unavailability for any reason and only then for prize of comparable value. Sponsor reserves the right it its sole discretion to award the actual cash equivalent of any prize in lieu of the prize itself. The prize is awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied, (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose). All entries will be declared made by the registered user of the e-mail address.

7. CONDITIONS OF PARTICIPATION: If potential winner does not respond to notification e-mail of prize selection within five (5) days of its transmission, or should an e-mail, after up to three (3) attempts, be returned as undeliverable, the potential winner will be disqualified and an alternate winner will be selected. Grand Prize Winners will be required to sign and return an Affidavit of Eligibility, a Liability Release, and, where legal, Publicity Release, and W-9 form within five (5) days of the date printed on the prize notification. In the event of non-compliance with these requirements, winner may be disqualified and an alternate winner selected, time permitting.

Sponsor/Administrator reserves the right, in its sole discretion to cancel, terminate, or suspend this Sweepstakes due to: (a) viruses, bugs, unauthorized human intervention, fraud, technical failure or other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Sweepstakes; or (b) earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict (whether or not officially declared). In such event, the prize winners may be selected by random drawing from all eligible entries received up to the time of such cancellation, termination or suspension if such a drawing is held.

8. RELEASE AND PUBLICITY: By participating, Entrants release Promotion Entities, and their respective parent, member and successor companies, affiliates, subsidiaries, advertising and promotional agencies, and the employees, officers, directors and agents of any of the above organizations from any and all liability for any injuries, losses, or damages of any kind caused by participation in the Sweepstakes or the acceptance, possession or use/misuse of a prize or participation in any prize-related activities. Except as otherwise prohibited by law, by accepting prize, winner grants permission to use his/her name, address, likeness, photograph, and statements to Sponsor/Administrator, Prize Provider, and their respective parent and successor companies, affiliates, subsidiaries, and advertising and promotional agencies for advertising and publicity purposes in any and all media, worldwide in perpetuity without further compensation.

9. PRIVACY: Collection and use of personally identifiable information will be in accordance with the by ESPN Radio Privacy Policy as posted on espnradio.com.

10. OFFICIAL RULES/WINNERS LIST: For a copy of the Official Rules, log on to ESPNRadio.com entry page. For a copy of the Official Winners List, (available approximately April 26, 2010) mail a self-addressed stamped envelope by August 4, 2010, to Mike & Mike's Road Race Sweepstakes on ESPN Radio, 261 Madison Avenue, New York, NY 10016.