Official Rules

1. NO PURCHASE NECESSARY TO ENTER OR TO WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.

2. SPONSOR: Musician’s Friend, Inc., 931 Chevy Way, Medford, OR 97504 ("Musician’s Friend"). "Sponsor and its agents" shall mean Musician’s Friend, Inc.; its advertising/promotional and/or fulfillment agencies; and their respective parent companies, affiliates, subsidiaries; and their respective employees, officers, directors, and agents. Sweepstakes Administrator shall mean Musician’s Friend.

3. ELIGIBILITY: This Sweepstakes is open to legal residents in the United States and the District of Columbia, who are 18 years of age or older, except and excluding legal residents of Rhode Island, who are 18 years of age or older and have Internet access (all of the foregoing) as of October 31, 2007. Void in Puerto Rico, Rhode Island, U.S. territories and possessions, and wherever prohibited or restricted by law. Subject to all applicable federal, state, and local laws. The Sweepstakes, and any website pages and advertisements or promotional materials relating thereto, are intended for viewing only within the United States. You are not authorized to participate in the Sweepstakes if you are not physically located within the United States at the time of entry. Officers, directors, employees, and agents of Musician’s Friend, Inc., Hoshino USA, and each of their respective parent companies, affiliates, subsidiaries, divisions, and advertising and promotional agencies; and their respective officers, directors, and agents (collectively, the "Sweepstakes Entities"); and the immediate family members and persons living in the same household of each are not eligible.

4. HOW TO ENTER: This Sweepstakes begins at 12:01 a.m. (Pacific Time ["PT"] on November 1, 2007, and ends at 11:59 p.m. (PT) on January 31, 2008 ("Sweepstakes Period"). You may enter the Sweepstakes in one of two (2) ways: (1) Online Entry: go to www.musiciansfriend.com, fill out the online entry form, and submit it in accordance with the on-screen directions during the Sweepstakes Period; or (2) Automatic Entry: with any Purchase from Musician’s Friend during the Sweepstakes Period, you will be automatically entered into the Sweepstakes. One entry per person ("Entrant") per day, regardless of means of entry used. If more than one entry is submitted per day, only the first such entry submitted will be accepted. Any intentional attempt by a participant to obtain more than the allowable entries by using multiple/different email addresses, identities, or any other methods will void all of that participant’s entries. Sponsor will not verify receipt of entries. All entries submitted become the sole property of Sponsor and will not be returned.

By entering, Entrants agree to comply with these Official Rules, including all eligibility requirements. Illegible and/or incomplete entries and entries submitted by Entrants who do not meet the eligibility requirements (including all requirements with respect to age and residence) are void. Sponsor and its agents are not responsible for lost, late, or misdirected entries; for technical, hardware, or software failures of any kind; for lost or unavailable network connections; or for failed, incomplete, garbled, or delayed computer transmissions or any human error which may occur in the receipt or processing of the entries. Proof of entering information at website does not constitute proof of delivery or receipt. Sponsor reserves the right to modify the scheduling of the Sweepstakes without prior notification. Use of computer programs, macro, programmed, robotic, automatic, and other similar means to enter the Sweepstakes is prohibited and may result in the disqualification of the Entrant. In the event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed to be submitted by the person in whose name the email account is registered on the date the entry is submitted. All entries become the sole property of the Sponsor and will not be acknowledged or returned.

5. POTENTIAL WINNER SELECTION AND NOTIFICATION: "Potential Winner" will be selected in a random drawing on or about February 4, 2008, by Sponsor or its designee, the judge of the Sweepstakes, whose decisions are final and binding on all matters relating to the Sweepstakes. Potential Winner will be notified by telephone, U.S. mail, and/or email using the contact information provided at the time of entry ("Prize Notification") and must respond to the Prize Notification within seven (7) calendar days from the first notification attempt ("Deadline"). Such response shall include the providing and/or confirming his/her full name and a mailing address ("Mailing Information"), where Sponsor can send an Affidavit of Eligibility and Liability Release and W-9 Reporting Form (collectively, the "Sweepstakes Documents") for both the Potential Winner and Guest ("Guest"). The mailing address must include a street address (no P.O. Boxes). If a Potential Winner does not provide the Mailing Information in response to the Prize Notification by the Deadline, he/she will be disqualified and an alternate Potential Winner will be selected from all eligible entries received for the original drawing. Once Sponsor receives a Potential Winner’s Mailing Information, a set of Sweepstakes Documents will be sent to him/her via overnight mail and/or by email. Each Potential Winner and Guest must sign and return the Sweepstakes Documents within seven (7) days of the date of receipt or he/she will forfeit the Prize and an alternate Potential Winner will be selected. Provided that the Potential Winner has complied with these Official Rules and meets all the eligibility requirements set forth herein, following Sponsor’s receipt of the signed Sweepstakes Documents, Sponsor shall declare the Potential Winner the Winner ("Winner"). Return of any Prize Notification or Sweepstakes Documents as undeliverable will result in disqualification, and an alternate Potential Winner will be selected from all eligible entries received for the original drawing. Sponsor shall repeat the winner selection and notification procedures set forth in this Section 5 until a qualified Winner has been selected.

6. PRIZE AND ODDS OF WINNING: One (1) Grand Prize: One (1) VIP Experience for Winner and one eligible Guest to meet Steve Vai for a private and personal "Q&A" Session. The Trip includes coach airfare, hotel, local transportation, and meals. Approximate Retail Value ("ARV") of the Trip: $1,800. Winner will also receive an Ibanez JEM77V Steve Vai Signature Electric Guitar (Black) valued at $2,199.99. Actual value of the Trip will vary depending on point of departure. All aspects of specifics of the Trip accommodations and meals are at Sponsor’s sole discretion.

Odds of winning depend on the number of eligible entries received. Each entry will have an equal chance of winning.

Total ARV: $3,999.99.

7. PPRIZE CONDITIONS: Selection and specifics of the Prize will be determined at the Sponsor’s sole discretion. All prizes are subject to availability. If the Trip is not possible for any reason (including if Winner cannot be selected within the applicable timeframe), that portion of the Prize will be cancelled or subject to substitution at the sole discretion of Sponsor. No cash redemption or prize substitution allowed except by the Sponsor, who reserves the right at its sole discretion to substitute cash value or another prize it believes is of equal or greater value. Prize is nontransferable. Odds of winning depend on the number of eligible entries received. Each entry will have an equal chance of winning. 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).

In order to be considered an eligible Guest, Guest must sign (and if the Guest is an eligible minor as defined in his/her state of residence, his/her parent/legal guardian must also sign) and return an Affidavit of Eligibility and Liability Release, which must be received by Sponsor at least seven (7) days from receipt of the Sweepstakes Documents by the Potential Winner, or the Prize will be forfeited and the Prize award process will follow the winner selection process described in Section 5. Actual travel dates for the Trip, including departure date, will be determined at the Sponsor’s sole discretion. All travel dates and travel and hotel arrangements are subject to change and availability, holiday and blackout dates. Winner and any proposed eligible Guest must be able to travel or the Prize will be forfeited. Winner and Guest must travel on the same itinerary and at the same time. Additional travel conditions, limitations, and restrictions may apply. Sponsor is not responsible for Trip, program, or flight cancellations or delays. Sponsor will not replace any lost or stolen tickets, travel vouchers, certificates, or prize items.

8. TAXES AND COSTS RELATED TO THE PRIZES: All applicable taxes, including all federal, state, local, and other taxes, and any license and destination charges are the sole responsibility of Winner. Winner is advised to seek counsel regarding tax liabilities associated with the Prize. All expenses and incidentals not specifically mentioned herein are not included and are solely the responsibility of Winner, including but not limited to, purchases, meals, beverages, airport transport, service fees, medical services, personal expenses, telephone calls, immigration fees, insurance, taxes, gratuities, and other costs. Winner is required to properly fill out a W-9 tax form (included as part of the Sweepstakes Documents) and may be issued a 1099 tax form for the ARV of the Prize.

9. GENERAL CONDITIONS: By participating in this Sweepstakes, participants agree: (a) to be bound by these Official Rules, the decisions of the judges, and the Musician’s Friend Privacy Policy; (b) to release and hold harmless Sponsor and the Sweepstakes Entities and their respective agents from any and all claims, demands, damages, losses, liabilities, costs, or expenses caused by, arising out of, or related to their participation in the Sweepstakes and/or their participation in any Prize-related activities (including, without limitation, any property loss, damage, personal injury, or death caused to any person[s]); and (c) to be contacted by Sponsor via email and telephone. By accepting the Prize, Winner (or if the Winner is an eligible minor as defined in his/her state of residence, his/her parent/legal guardian) consents to the use of the Winner’s name and/or likeness (including his/her voice, biographical information, city and state of residence, statements, photograph) for advertising and promotional purposes without additional compensation (except if Winner is a resident of TN or where prohibited by law). By participating in any part of the Prize package, each Guest (and if the Guest is an eligible minor as defined in his/her state of residence, his/her parent/legal guardian) consents to the use of his/her name and/or likeness (including his/her voice, biographical information, city and state of residence, statements, photograph) for advertising and promotional purposes without additional compensation (except if Guest is a resident of TN or where prohibited by law). Sponsor reserves the right to make changes or additions to these Official Rules and/or extend the dates of this Sweepstakes for any reason at any time. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

10. INTERNET: If for any reason the Sweepstakes is not capable of running as planned, including infection due to computer virus, bugs, tampering, unauthorized intervention, fraud, technical failure, human error, or any other causes beyond the control of Sponsor that corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Sweepstakes, Sponsor reserves the right to disqualify any individual it finds who tampers with the entry process, operation of the Sweepstakes or website; and to cancel, terminate, modify, or suspend the Sweepstakes without notice; and to select the winner from all eligible entries received prior to the cancellation or termination. Sponsor assumes no responsibility for any error, omission, interruption, deletion, defect, or delay in operation or transmission; communications line failure problems; or technical malfunctions of any computer online systems, servers, or providers; computer equipment; software; failure of any email or entry to be received by Sponsor on account of human error, technical problems, or traffic congestion on the Internet or at any website; theft or destruction or unauthorized access to, or tampering with or hacking of website; any combination thereof, or otherwise, including any injury or damage to any Entrant’s or any other person’s computer related to or resulting from participation in the Sweepstakes.

11. CAUTION: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY ALTER OR DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATIONS OF THE SWEEPSTAKES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

12. DISPUTES: Each Entrant agrees that (1) any and all disputes, claims, and causes of action arising out of or in connection with this Sweepstakes, or any prizes awarded, shall be resolved individually, without resort to any form of class action; and any judicial proceeding shall take place in a federal or state court in Jackson County, Oregon; (2) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Sweepstakes, but in no event attorneys’ fees; and (3) under no circumstances will Entrant be permitted to obtain awards for, and Entrant hereby waives all rights to claim, punitive, incidental, and consequential damages, and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules, or the rights and obligations of Entrant and the Sponsor in connection with this Sweepstakes shall be governed by, and construed in accordance with, the laws of the State of Oregon, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Oregon or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than those of the State of Oregon.

13. WINNER’S LIST: For a Winner’s List, send a self-addressed stamped envelope to: "Steve Vai" VIP Sweepstakes, Winner’s List, c/o Musician’s Friend, Inc., 931 Chevy Way, Medford, OR 97504, to be received no later than May 31, 2008.

™ and ® 2007. Musician’s Friend, Inc. All rights reserved.