ELVIS PRESLEY SWEEPSTAKES OFFICIAL RULES

No Purchase Necessary to Participate or Win

ELIGIBILITY: The "Elvis to the Power of X" sweepstakes (the "Sweepstakes") is open to legal permanent residents of the United States, excluding the States of Florida and Rhode Island (the "Eligibility Area") who are eighteen (18) years of age or older. The Sweepstakes is void in Puerto Rico, U.S. territories and possessions, outside of the U.S., and where otherwise prohibited by federal, state, provincial, municipal or local law. All federal, state, local, and municipal laws and regulations apply. Employees and their immediate families, including household members, of BMG Music d/b/a BMG, and XM Satellite Radio, Inc. (jointly, the "Sponsors"), their respective parents, affiliates, subsidiaries, divisions and advertising and promotion agencies are not eligible.

HOW TO ENTER: No purchase necessary. This Sweepstakes begins at 5:59 p.m. Eastern Standard Time on August 8, 2003 (the "Start Date") and ends at 5:59 p.m. Eastern Standard Time on September 5, 2003 (the "End Date") (the "Entry Period"). You can only enter this sweepstakes by completing a Sweepstakes entry form at www.elvissecondtonone.com and clicking "Submit," at any time during the Entry Period. Only one entry per person/e-mail address per day. Entries must be made from within the Eligibility Area and must be received by the Sponsors within the Entry Period. Entries that do not comply with these Official Rules in all respects are ineligible and void.

CONDITIONS OF ENTRY. You must be the Registered and Authorized Holder of the E-mail Account through which the entry is made. For purposes of this Sweepstakes, a "Registered and Authorized Holder of the E-mail Account" is defined as the natural person who is assigned to an e-mail address by an Internet service provider, online service provider or other entity (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the secondary level domain name associated with the submitted e-mail address. Entries must be made by an individual from a single computer and may not be made by proxy, or electronic means such as script, bot, macro or any other similar software or program. All entries become the property of the Sponsors. By participating, entrants agree to these Official Rules, including all eligibility requirements. By entering this Sweepstakes, you consent to the SponsorsŐ use of your name for promotional purposes, including online announcements, without additional compensation, except where prohibited by law. Neither Sponsors, nor their respective parent companies, affiliates, subsidiaries, divisions, advertising and promotion agencies, or any telephone network or service providers are responsible for incorrect or inaccurate transcription of entry information, or for any human error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software, inability to access any Web site or online service, or any other error or malfunction, or late, lost, misdirected, illegible entries.

PRIZES:There is one (1) Grand Prize. The Grand Prize consists of XM Delphi SKYFi Audio Boombox, one (1) free year of XM Radio service and one copy of ELV1S 30#1 HITS CD. The estimated value of the Grand Prize is three hundred and fifty dollars ($370.00). All taxes are the sole responsibility of the winner. No prize substitution or assignment or transfer of prizes is permitted, except by Sponsors, in which case a prize of equal or greater value will be awarded. In no event will more than the stated number of prizes be awarded. All other costs not specifically stated herein are the responsibility of the winner.

ODDS OF WINNING: The odds of winning a listed prize depend upon the number of eligible entries received during the Entry Period.

DRAWING: The potential Prize winner will be selected on or about September 16, 2003 by a random drawing from among all eligible entries received during the Entry Period. All drawings shall be conducted by Sponsors whose decisions are final with respect to all aspects of the Sweepstakes

NOTIFICATION: The potential winner will be notified by e-mail or telephone. The potential winner will be given five (5) days from the time the e-mail notification is sent to respond to claim a prize. As a condition of awarding the prize concerned, the potential winner is required to sign an affidavit of eligibility/publicity and liability release, and return it properly executed, within three (3) days from the date the potential prize winner sends the e-mail notification to claim the prize concerned. If a prize notification is returned as undeliverable or the potential winner fails to return the affidavit and release as specified, the potential winner will be disqualified and an alternate winner may be selected as described, at the SponsorsŐ sole discretion. Unclaimed prizes will not be distributed.

GENERAL: This Sweepstakes is subject to all federal, state, and local laws. Void where prohibited. The winners agree that the Sponsors, their respective parent companies, affiliates, their advertising agencies and employees thereof shall not be liable for injury, loss or damage of any kind resulting from participating in this Sweepstakes or from the acceptance or use of any prize awarded. The Sponsors reserve the right to verify eligibility qualifications of any winner. U.S. laws of the State of New York governs this Sweepstakes. If, in the SponsorsŐ sole opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of this Sweepstakes, any violation of these Official Rules, or if technical difficulties compromise the integrity of the Sweepstakes, the Sponsors reserve the right to terminate the Sweepstakes and conduct a random drawing to award the prizes or none of them, using all entries received during the Entry Period. Any attempt to damage the content or operation of this Sweepstakes is unlawful and subject to legal action by the Sponsors or their agents.

WINNERS LIST: For a list of the winners, visit www.elvissecondtonone.com on or after September 16, 2003.

SPONSOR'S ADDRESS: c/o BMG Music d/b/a BMG, Sweepstakes, 1540 Broadway, 35th Floor, New York, NY 10036 and XM Satellite Radio Inc., 1500 Eckington Place NE, Washington, DC 20002.