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

OPEN ONLY TO OWNERS, CHIEF EXECUTIVES, PRESIDENTS OR GENERAL MANAGERS (OR THE SUBSTANTIAL EQUIVALENTS OF CHIEF EXECUTIVES, PRESIDENTS OR GENERAL MANAGERS) OF AUTOMOBILE DEALERSHIPS , OR ANY EMPLOYEES EXPRESSLY DESIGNATED BY DEALER PRINCIPALS,* WHO ARE LEGAL RESIDENTS OF THE FIFTY UNITED STATES AND THE DISTRICT OF COLUMBIA, EXCLUDING FLORIDA, NEW YORK, AND RHODE ISLAND, 18 YEARS OF AGE AND OLDER.

VOID IN FLORIDA, NEW YORK, RHODE ISLAND, AND WHERE PROHIBITED OR RESTRICTED BY LAW. INTERNET ACCESS IS REQUIRED TO ENTER THE SWEEPSTAKES

1. Introduction:

The Boulder Media Works 2008 Sweepstakes (the “Promotion”) is sponsored by Boulder Media Works( the “Promoter”), 4100 East Mississippi Ave. Suite 750, Glendale, CO 80346, and Avantair, Inc.

2. Number of Winners:

Only one (1) winner will be selected in a random drawing from among all of the eligible entries received by the Promoter at the end of the Promotion Period.

3. Promotion Period:

The promotion begins at 12:00 a.m. Mountain Standard Time (“MST) on January 31st, 2008 and ends at 11:59 p.m. MST on January 31, 2009 (the “Promotion Period”).

4. Eligibility:

This Promotion is only open to Owners, Chief Executives, Presidents or General Managers (or the substantial equivalents of Chief Executives, Presidents or General Managers) of Automobile Dealerships, or any employees expressly designated by Dealer Principals,* who are legal residents of the Fifty United States and the District of Columbia (excluding Florida, New York, and Rhode Island) and 18 years of age and older on the date of entry. Employees, officers, directors, immediate family members of the Sponsors and their respective parent companies and subsidiaries are not eligible to participate in this Promotion. By participating in this Promotion, the entrant agrees to the Official Rules. VOID IN FLORIDA, NEW YORK AND RHODE ISLAND.

5. How To Enter:

During the Promotion Period you may enter online by visiting www.fly2bluesky.com and filling out the online entry form. Entries must be complete and contain all information requested. All entries must be submitted online before 11:59:59 pm MST on December 31, 2008 to be eligible for the drawing. Limit one (1) entry per person per month, for a total of twelve (12) entries per person during the Promotion Period. The entries belong exclusively to the Promoter. Proof of submitting an entry via e-mail does not prove the receipt of that entry by the Promoter. If an entrant uses multiple email addresses to submit more that one entry per month only the first online entry for that month will qualify. All entries are subject to eligibility verification by the Sponsors, who reserve the right to disqualify any entry. The decisions of the Sponsors are final.

6. Prize, Approximate Retail Value (“ARV”) and Odds of Winning: Prize:

One (1) 10-Hour Edge Time Card for use on the Piaggio P-180; ARV: $51,600, based on 10 hours of flight time not including incidentals or additional charges which may be applicable pursuant to the Avantair 10 Hour Edge Time Card. Odds of winning depend upon the number of eligible entries received. Winners are responsible for any incidentals and any other unspecified expenses associated with acceptance or use of the Prize which shall be outlined in the Terms and Conditions of the Avantair 10 Hour Edge Card. The Prize is provided “as is” and without any warranties of any kind. Additionally, the Prize is nontransferable, and cannot be refunded, sold, transferred for consideration, or substituted, except by Sponsors, who reserve the right to substitute the Prize with another prize of equal or greater value if, for any reason, the Prize cannot be awarded as stated in these Official Rules.

7. Random Drawing:

On or about January 31, 2009, a random drawing will be conducted by the Promoter, and ONE (1) WINNER will be selected from among the eligible entries received. The Promoter’s decision as to the winner will be final and binding. The winner will be notified by e-mail, mail or phone, and must respond to the notification by contacting Boulder Media Works within ten (10) days. The winner may be required to sign an Affidavit of Eligibility (which affirms that he or she has complied with these Official Rules), eligibility must be verified and a Liability Release (releasing the Promoter from any liability in connection with the use of the Prize), each of which must be signed and returned before redeeming the Prize. Winner must still be an employee of the entering dealership, at the end of the contest. Failure to comply with these rules may result in the forfeiture of the prize. Should this occur, the Sponsor will randomly draw from the remaining eligible entries one (1) alternate winner. If the prize notification is returned as undeliverable, or if the winner fails to contact the Sponsor upon notification, the prize will be forfeited and may be awarded to an alternate winner. Except where prohibited, acceptance of a prize constitutes winner’s consent to the use of his/her name and/or photograph without further compensation for advertising, promotional and publicity purposes by Sponsor. By accepting the Prize, the winner acknowledges compliance with these Official Rules.

8. Limitation of Liability:

Entrants agree to be bound by the decisions of the Promoter and these Official Rules regarding all Promoter matters. By participating in this Promotion, all entrants agree to release Promoter from and against (a) any injuries, losses, damages, claims, actions or liability of any kind resulting from participation in the Sweepstakes or the use, misuse, or failure to use the awarded prize; (b) typographical errors in any Promotion materials; (c) entries that are lost, submitted after the Promotion has expired, misdirected, incomplete, distorted, false, not properly submitted, or are mistakenly transmitted late or incorrectly, due to, among other things, computer, telephone line, cable line, internet service provider, human or other error, including problems accessing the Promotion website, or processing any transaction on the website; (d) unauthorized human or third party intrusion into the Promotion website or the Promoter’s website; (e) human error which occurs in the administration of the Promotion; (f) any damage to property related to accessing Promoter’s website or the official Promotion website. If an entrant can show that an has been mistakenly deleted or lost, entrant’s exclusive remedy shall be another entry in the Promotion, provided that the Promotion has not expired. In the event that more than one prize is “awarded” or listed as “available,” the Promoter reserves the right to award only the single Prize through a re-drawing.

9. Legal Disputes:

By participating in this Promotion, entrant agrees that all issues, questions, disputes, and claims made against the Promoter or Sponsor shall be resolved on an individual basis, without bringing any type of class action suit. Such disputes shall be addressed exclusively in the courts of and by the laws of the state of Colorado. Entrant further agrees that any claims brought against the Promoter shall be limited to the actual costs incurred by participating in the Promotion. Attorney’s fees may not be awarded. Entrant agrees to waive any claim of punitive, incidental or consequential damages.

10. Prize Warranty:

Promoter has neither made, nor is responsible or liable for, any warranty, representation, or guarantee, express or implied, in fact or in law, relating to the Prize, including but not limited to, the quality, merchantability, habitability, mechanical condition, safety or fitness of the Prize.

11. General Conditions:

If, in the Promoter’s opinion, there is any evidence of tampering with any portion of the Promotion, or if a computer problem, including an intentional human intervention or a computer virus, adversely affects the integrity, administration, or security of the Promotion, the Promoter reserves the right at its sole discretion to (a) disqualify any individual who is suspected of tampering with the Promotion’s entry process; (b) void any fraudulent entries; or (c) modify, temporarily suspend, or terminate the Promotion. If the Promotion is terminated, the Sponsor will conduct a random drawing to award the Prize using all properly-submitted eligible entries received as of the date of the termination. Should the Promotion be terminated or modified prior to the expiration date listed in these Official Rules, notice will be posted on www.bouldermediaworks.com.

12. Avantair Ten Hour Edge Time Card® Terms:

The Avantair Ten Hour Edge Card is worth 10-hours of flight-time on the Piaggio P-180. Ten hours of flight time shall be calculated pursuant to the Terms and Conditions of the Avantair Edge Time Card. The card will terminate one year from the date that Boulder Media Works purchase it from AA, which is when the prize winner will be entitled to fly. Any unused Edge Time Card Hours at the expiration of the Term shall be forfeited. Any additional flight-time or additional charges incurred will be at the sole expense of the winner. All travel must be completed by January 31, 2009 – December 31,2010. If winner is unable to travel by this date, the Prize will be forfeited. The expiration date cannot be extended. Travel must originate and end at the airport nearest winner’s home that is served by Avantair. Each of winner’s guests must be 18 years of age or older, and will be required to execute and return a liability release prior to travel. The winner agrees to execute an Avantair Ten Hour Edge Time Card Agreement in order to be eligible for the prize and agrees to be bound by all the terms and conditions set forth in the agreement. Avantair reserves the right to revise these “Avantair Ten Hour Edge Card Terms” at any time without notice. Boulder Media Works is not responsible for products or services offered by Avantair. The Sponsors are not liable for any expenses incurred as the result of a flight cancellation or flight delay. The Avantair Edge Card Program is operated by Avantair Inc. All rights reserved.

13. Taxes:

The winner will be responsible for the reporting and payment of all federal, state and local taxes and other applicable fees, service charges, surcharges associated with prize receipt and use. The valuation of the prize stated above is based on available information provided to the Promoter, and the value of any prize awarded to a winner must be reported for tax purposes as required by law. Winner must provide the Promoter with valid identification and a valid taxpayer identification number or social security number before the Prize will be awarded. Any person winning more than $600 in prizes from a single sweepstakes will receive an IRS form 1099 at the end of the calendar year and a copy of such form must be filed with the IRS.

14. Winners List:

For a list of prize winners, send a self-addressed stamped envelope to be received by January 31st, 2009 to: Boulder Media Works, 4100 East Mississippi Ave. Suite 750, Glendale, Colorado, 80246.

15. Minimum Entry:

The minimum entry for this contest is 500 only.

* A Dealer Principal may assign his or her monthly entry to a designated non-Dealer-Principal employee of the Automobile Dealership, provided that the total number of entries between the Dealer Principal and any employees to whom the Dealer Principal has assigned some or all of his or her entries is not more than the permitted one (1) per month, or twelve (12) during the Promotion Period. Any assigned persons (other than Dealer Principle) requires signed authorization from Dealer Principle.