ENTRY PERIOD: Opie & Anthony’s Money Honey Sweepstakes (the "Sweepstakes") begins on 12/7/07 at 6:00 AM Eastern Time and ends 12/18/07 at 12:00 PM Eastern Time (the "Sweepstakes Entry Period"). All entries must be received by 11:59:59 AM (ET) on 12/18/07.

ELIGIBILITY: Open to female legal continental U.S. residents who are 18 years of age or older at time of entry. Employees, officers and directors of XM Satellite Radio Inc., (the "Sponsor"), their respective parent companies, affiliates, subsidiaries, advertising and promotion agencies, The Promotional Edge ("Promotion Agency") and the immediate family members (spouses and parents, children and siblings and their spouses, regardless of where they live) or members of the same households (whether related or not) of such employees, officers and directors (collectively, "Sponsor and its agents") are not eligible. Employees of Sirius Satellite Radio are also not eligible. All applicable federal, state, and local rules apply. Void where prohibited or restricted by law.

TO ENTER: Send an email to travis@foundrymusic.com at any time during the Sweepstakes Entry Period explaining why you are interested in participating in the Sweepstakes, whereby you will be required to roll around in honey and $2500 cash naked for 60 seconds in the Opie & Anthony studio. All entries submitted in accordance with these Official Rules shall be hereinafter referred to as "Eligible Entries". One entry per person, per email address. In the event of a dispute over who submitted a winning entry, the authorized subscriber of the e-mail account used to participate in the Sweepstakes at the actual time of entry, will be deemed to be the entrant. The authorized account subscriber is defined as the natural person who is assigned an e-mail address by an Internet access provider, online service provider or other organization (e.g. business, education, institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Entrants may be required to provide us with proof that he is the authorized account holder of the associated e-mail address. All entries become the property of Sponsor and will not be acknowledged or returned.

FINALISTS SELECTION/NOTIFICATION:

Round One: Six (6) finalists (the "Finalists") will be randomly selected on or about December 18, 2007 from all Eligible Entries received. The odds of winning depend on the number of Eligible Entries received. Sponsor will make up to two (2) attempts over the 48 hour period following the Finalists selection to contact the potential Finalists via the email and telephone number(s) provided on their Entry. If the potential Finalist cannot be reached during the 48 hour period in which she is called (no messages will be left on answering machines or voicemail systems) or emailed the potential Finalist will be disqualified and an alternate Finalist will be selected from among the remaining Eligible Entries received.

Round Two: Finalists must appear at the XM studios located at 40 W. 57th St., New York, NY at 9:00 AM Eastern Time on Thursday, December 20, 2007 for the opportunity to win the Grand Prize (as defined below). Each Finalist is responsible for transportation to and from the XM studios and any expenses not specifically listed herein shall be the sole responsibility of each Finalist. Finalists will be required to roll around in honey and $2500 cash naked for 60 seconds. The Finalists will keep whatever cash remains stuck to them at the end of the 60 seconds. The Finalist with Colorado Ski Package noted on one of their pieces of cash shall be deemed the Grand Prize Winner, subject to Sponsor’s final approval.

FINALIST VERFICIATION: The potential Finalists must prove eligibility, including, without limitation, proof of age and residence within 24 hours of being notified as a potential Finalist. In the event of non-compliance by a potential Finalist such potential Finalist shall be disqualified and all privileges otherwise due as a Finalist shall be terminated and an alternative potential Finalist may be chosen from among all of the remaining Eligible Entries received in Sponsor’s sole discretion. The Finalists must sign within 24 hours of receipt of such documents from Sponsor: (a) an affidavit of eligibility and release of Sponsor and its respective officers, directors, employees, agents, members, affiliated companies and subsidiaries, from any and all liability, loss, claims, demands, and causes of action for personal injury and/or damage, theft, loss, or any other harm suffered in connection with this Sweepstakes directly or indirectly from acceptance, possession, or misuse of any prize or participation in this Sweepstakes or while traveling to, preparing for or participating in any prize related activity to be eligible for the Grand Prize (as hereinafter defined); and (b) except where prohibited by law, a promotional release granting Sponsor the right to use his name and likeness for advertising and publicity purposes without additional compensation. Entry into this Sweepstakes constitutes agreement to sign such releases. Finalists also must acknowledge that Sponsor has not and will not obtain or provide insurance of any kind relating to the Grand Prize and that Finalists will be responsible for obtaining and paying for any life, travel, accident, property or other form of insurance relating to the Grand Prize. Finalists must also complete any additional legal documents provided by Sponsor (or third party on its behalf, if applicable) with respect to the Grand Prize and return them as instructed within the timeframe specified by Sponsor or Finalist may forfeit Grand Prize at Sponsor’s sole discretion. All decisions of Sponsor relating to the Sweepstakes are final. Sponsor expressly reserves the right to delay the announcement of the Finalists for creative or technical reasons or for any other reason Sponsor deems necessary.

GRAND PRIZE: One (1) Finalist (the "Grand Prize Winner") will receive a ski trip package to Winter Park consisting of the following (the "Grand Prize"): trip for winner and one (1) guest to go skiing in Denver, Colorado. Trip consists of round trip coach air transportation on for two (2) Frontier Airlines from major U.S. gateway airport nearest winner’s primary residence in the U.S., 5-night standard double occupancy hotel accommodations (one (1) room), ground transfers to and from the airport/hotel, four (4) day lift passes for two (2), a group ski/ride lesson for two (2), a pair of Salomon skis or snowboard and a Columbia titanium jacket Approximate Retail Value ("ARV"): $4,000. Actual prize value will vary depending on departure city. If winner resides within a 100-mile radius of destination, ground transportation will be provided in lieu of air transportation and no compensation or substitution will be provided for difference in prize value. Travel, hotel accommodation and other restrictions may apply. Travel arrangements must be made through Sponsor’s agent, on a carrier of Sponsor’s choice. Trip must be taken on dates specified by Sponsor. Winner and guest must travel together on the same itinerary and are responsible for obtaining all required travel documents. If winner cannot travel on times and dates specified by Sponsor, winner will be disqualified and an alternate winner may be selected at Sponsor’s sole discretion, time permitting.

GENERAL PRIZE TERMS: All costs and expenses not specifically listed above, including, without limitation, any equipment to be used in connection with the Grand Prize is solely Grand Prize Winner’s responsibility. Upon entry into the Sweepstakes, Grand Prize Winners (as well as all other entrants) are required to comply with any and all applicable federal, state, and local laws, rules, and regulations. All federal, state and local taxes, and any other costs not specifically provided for in these Official Rules are solely the Grand Prize Winner’s responsibility. Sponsor shall have no responsibility or obligation to a Grand Prize Winner or potential Grand Prize Winner who is unable or unavailable to accept or utilize Grand Prizes as described herein.

GENERAL TERMS: Noncompliance with any of these Official Rules may result in disqualification. NOTE: SPONSOR STRONGLY ADVISES ALL ENTRANTS TO CHECK WITH THEIR DOCTOR BEFORE PARTICIPATING IN THIS SWEEPSTAKES. ANY VIOLATION OF THESE OFFICIAL RULES BY A GRAND PRIZE WINNER OR ANY BEHAVIOR BY A GRAND PRIZE WINNER THAT WILL BRING SUCH GRAND PRIZE WINNER OR SPONSOR INTO DISREPUTE (IN SPONSOR’S SOLE DISCRETION) WILL RESULT IN SUCH GRAND PRIZE WINNER’S DISQUALIFICATION AS A GRAND PRIZE WINNER OF THIS SWEEPSTAKES AND ALL PRIVILEGES AS A GRAND PRIZE WINNER WILL BE IMMEDIATELY TERMINATED.

By participating, entrants agree [a] to these rules and decisions of Sponsor, which shall be final in all respects relating to this Sweepstakes; [b] to release, discharge and hold harmless Sponsor and its agents from any and all injuries, liability, losses and damages of any kind resulting from their participation in the sweepstakes or their acceptance, use or misuse of prize including, without limitation, personal injury, death and property damage; and if a winner, [c] to permit Sponsor and its agents to use his or her name, photograph, likeness, statements, biographical information, voice, voice likeness, city and state address, and the photograph and/or video of entrant’s room for advertising, publicity and promotional purposes in all media, including but not limited to on air and at www.foundrymusic.com, in perpetuity, without compensation (unless prohibited by law) and agree to execute specific consent to such use upon request. Sponsor and its agents and the officers, directors and employees of each are not responsible for and shall not be liable for: [a] electronic, hardware or software program, network, Internet, computer, satellite transmission failures or other technical malfunctions, failures, or difficulties of any kind, including without limitation, server malfunction or by any human error which may occur in the collection, processing and transmission of data; [b] lost, late, misdirected, illegible or incomplete entries or postage-due mail; [c] any type of graphical or other error in the advertising or printing of the sweepstakes or in the administration of the sweepstakes; or [d] any condition that may cause the administration, security or proper play of the promotion to be disrupted or corrupted. Sponsor reserves the right to cancel or suspend the Sweepstakes or any portion thereof should virus, bugs or other causes beyond the control of Sponsor corrupt the administration, security or proper play of the promotion, in which case prize will be awarded via a random drawing from among all eligible entries received prior to cancellation. Sponsor reserves the right in its sole discretion to disqualify any entry at any time in the event it is determined that the entrant has not complied with these Official Rules.

If, for any reason, the Sweepstakes is not capable of running as planned, including, without limitation, changes in Sponsor’s on-air programming, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, Sponsor reserves the right in their sole discretion to cancel, terminate, modify or suspend the Sweepstakes. Should the Sweepstakes be terminated prior to the stated expiration date, notice will be posted on www.foundrymusic.com and the Grand Prize may be awarded to winners to be selected from among all Eligible Entries received up until and or after (if applicable) the time of modification, cancellation or termination or in a manner that is fair and equitable as determined by Sponsor. All interpretations of these Official Rules and decisions by Sponsor are final. CAUTION: ANY ATTEMPT BY ANY INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. THE NEW YORK COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THE SWEEPSTAKES AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE SWEEPSTAKES. EACH ENTRANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THESE COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF THOSE COURTS.

WINNER LIST: For the name of the Grand Prize Winner, mail a self-addressed, stamped envelope to be received by January 18, 2008 to: Opie & Anthony’s Money Honey Sweepstakes Winner, XM Satellite Radio Inc., 1500 Eckington Place NE, Washington, DC 20002-2194.