FREE LOVES GEAR SWEEPSTAKES OFFICIAL RULES NO PURCHASE NECESSARY Last Revised November 13, 2006

HOW TO ENTER: For the duration of the sweepstakes ("Promotion Period"), log into your Threadless.com account, go to the "Loves" page, click on the "Count me in!" link, and you are automatically entered in the Sweepstakes. Limit (1) one entry per person during the Promotion Period. You must be registered at the Threadless.com website in order to enter. Registration is free and can be completed at Threadless.com. Entries using macro, script or other forms of automatic entry will be disqualified. Entries become the property of the Sponsor and will not be returned. No mechanically reproduced entries permitted. If there is a dispute as to the identity of an online entrant, the prize will be awarded to the authorized account holder of the email address. The "authorized account holder" is defined as the natural person to whom the email address is assigned by an internet service provider, online service provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. ELIGIBILITY: Open to all who are 13 years of age or older at time of entry. Void where prohibited by law. Employees of Sponsor, its parent, affiliates and subsidiaries, participating advertising and promotion agencies and prize suppliers (and members of their immediate family and/or those living in the same of household of each such employee) are not eligible. RANDOM DRAWING: Winner(s) will be selected in a random drawing from among all eligible entries received within 30 days after the Promotion Period. Winner will be notified either via phone, e-mail or postal mail, at Sponsor's discretion. Odds of winning will depend upon the total number of eligible entries received. PRIZES AND APPROXIMATE RETAIL VALUE: Prizes vary for each sweepstakes. ALL TAXES ARE THE SOLE RESPONSIBILITY OF THE WINNER. CONDITIONS OF PARTICIPATION: No transfer, assignment or substitution of a prize, except Sponsor reserves the right to substitute prize for an item of equal or greater value in the event an advertised prize is unavailable. All federal, state and local laws and regulations apply. Entrants agree to be bound by the terms of these Official Rules and by the decisions of Sponsor, which are final and binding on all matters pertaining to this Sweepstakes. INTERNET: Sponsor is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Sponsor on account of technical problems or traffic congestion on the Internet or at any Web site or any combination thereof. If for any reason the Internet portion of the program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Contest, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Contest. Sponsor reserves the right, but not the obligation, to select winners from eligible entries received as of the termination date. Sponsor further reserves the right to disqualify any individual who tampers with the entry process. Caution: Any attempt by a contestant to deliberately damage any Web site or undermine the legitimate operation of the game 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 contestant to the fullest extent of the law. GOVERNING LAW: Except where prohibited by law, all issues concerning the construction, validity and enforcement of these Official Rules, or the rights and obligations of the entrant and Sponsor, shall be construed and governed by the laws of the state of Illinois, without regard to conflicts of law. All suits or claims brought in connection with this Sweepstakes must be brought in a state or federal court in Chicago. WINNER'S LIST: For winner's name, send a separate self-addressed, stamped envelope to Threadless Sweepstakes, 4043 N Ravenswood Ave #106, Chicago, IL 60613. All requests must be received within 60 days after the Promotion Period. SPONSOR: The Sponsor of this Sweepstakes is Threadless.com, 4043 N Ravenswood Ave #106, Chicago, IL 60613.