---

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.

Please read these rules before entering the Fabric.com Sew Much Fun Sweepstakes (the “Sweepstakes”). By submitting an entry, you agree to be bound by these Official Rules and acknowledge that you satisfy all sweepstakes eligibility requirements.

Eligibility. The Sweepstakes is open to individual legal residents of the 50 United States and the District of Columbia, who are 18 or older at the time of entry. The Sweepstakes is not open to employees or to immediate family members (spouses, domestic partners, parents, grandparents, siblings, children and grandchildren) of employees of Sponsor (as “Sponsor” is defined below) or its affiliates, advisors or advertising/promotion agencies.

How to Enter. To enter the Sweepstakes, beginning at 12:00 p.m. (ET) on April 13, 2009 and ending at 12:00 a.m. (ET) on May 31, 2009, complete the online entry form at http://csi.fabric.com/sew_much_fun. Sponsor is not responsible for (a) lost, misdirected, late, incomplete, or unintelligible entries or for inaccurate entry information, whether caused by you or by any of the equipment or programming associated with or utilized in the Sweepstakes, or by any technical or human error that may occur in the processing of entries; or (b) any printing or typographical errors in any materials associated with the Sweepstakes. Incomplete, duplicate, mechanically reproduced, or automated entries are not permitted and will be deemed void. Limit one entry per household per day. By entering the Sweepstakes, you consent to being placed on a mailing list for promotional and other materials for Fabric.com unless you have indicated otherwise by visiting http://www.fabric.com/SitePages/SecurityPrivacy.aspx and indicating your preferences.

PLEASE NOTE THAT SPONSOR MAY BE RUNNING SIMILAR SWEEPSTAKES SIMULTANEOUSLY AND EACH MUST BE ENTERED SEPARATELY. ENTRIES SUBMITTED FOR THIS SWEEPSTAKES WILL NOT BE ELIGIBLE TO RECEIVE ANY PRIZE AWARDED IN ANY OTHER SWEEPSTAKES OR SWEEPSTAKES RUN BY EITHER SPONSOR OR ANY OF ITS AFFILIATES.

Prizes. A total of three (3) prizes will be awarded, as follows:

Grand Prize: One (1) Grand Prize consisting of a trip for one (1) to Italy on the Textile Trek tour hosted by Tactile Travel (http://tactiletravel.com/textile.html) departing October 3, 2009 and returning October 11, 2009. Grand Prize trip includes round trip coach class air transportation for one (1) departing from the major airport nearest to Grand Prize winner’s home and arriving in Milan, Italy; seven (7) nights hotel accommodations (shared room with same gender) with continental breakfasts and either lunch or dinner each day; ground transportation for group activities; Lake Como ferry day pass; wine tasting; entrance to all museums and attractions tour visits; travel insurance; and Tactile Travel Journal. The approximate retail value (“ARV”) of the Grand Prize is $3,850.00. Actual value will depend on Grand Prize winner’s city of departure. If the actual value is less than the stated ARV, the difference will not be awarded in cash. Grand Prize winner is responsible for paying all costs and expenses related to the prize that are not specifically mentioned, including, but not limited to, taxes, additional transportation/transfers and insurance, single supplement (if desired), food and beverages not included in tour, gratuities, and any other expenses that might reasonably be incurred by winner in using the Grand Prize. Grand Prize winner will be responsible for obtaining all required travel documents for travel to Italy, including his/her passport. Grand Prize winner must be available to travel on the dates specified above, or forfeit the prize. Travel times, airline and hotel are at the sole discretion of Sponsor.

Second Prize: One (1) Dell Inspiron 15 laptop computer. The ARV of the Second Prize is $569.00.

Third Prize: One (1) $500 Fabric.com Gift Certificate (“GC”). The ARV of the Third Prize is $500. GC may be used only for purchases of eligible goods on Fabric.com. Redemption of GC will be subject to Fabric.com’s standard terms, conditions and restrictions applicable to gift certificates in effect on the day of issuance of the GC. GC cannot be reloaded, resold, transferred for value, redeemed for cash or applied to any account. Sponsor is not responsible if a GC is lost, stolen, destroyed or used without permission. Lost or stolen GC will not be replaced.

Total ARV of all prizes is $4,919.00. Winners are responsible for paying all costs and expenses related to the prizes that are not specifically mentioned, including, but not limited to, taxes and any other expenses that might reasonably be incurred by winners in using the prizes.

Prize Drawings. The potential prize recipients will be selected at random drawings to be held on or about June 15, 2009. To be eligible for the drawings, entries must be received by 12:00 a.m. (ET) on May 31, 2009. Each potential prize recipient will be notified by e-mail or phone within 24 hours following the drawing. Grand Prize winner will be required to sign an Affidavit of Eligibility and Liability/Publicity Release. Second and Third Prize Winners may be required to sign an Affidavit of Eligibility and Liability/Publicity Release. If any prize is not claimed within 72 hours of notification, or if any potential recipient does not meet the eligibility criteria, such potential recipient will be disqualified, and Sponsor will select an alternate potential recipient. The prizes will be 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). If any prize is won by a minor in any state where the age of majority is not 18, then it will be awarded to such minor’s parent or legal guardian who must sign and return all required documentation.

Odds of Winning. Odds of winning depend on the number of eligible entries received.

Additional Terms. To the maximum extent permitted by applicable law, Sponsor reserves the right, in its sole discretion, to change these rules or cancel the Sweepstakes at any time, or to modify, terminate, or suspend the Sweepstakes should viruses, worms, bugs, unauthorized human intervention or other causes beyond Sponsor’s control corrupt or impair the administration, security, fairness or proper play of the Sweepstakes or submission of entries. Sponsor is not responsible for any human or other error that may occur in the processing of the entries, nor is it responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, theft or destruction or unauthorized access to, or alteration of, entries, or for technical, network, telephone, computer, hardware or software, malfunctions of any kind, or inaccurate transmission of, or failure to receive any entry information on account of technical problems or traffic congestion on the Internet or at any web site. Sponsor is not responsible for injury or damage to any entrant’s or any other computer resulting from downloading any materials in connection with the Sweepstakes. Sponsor reserves the right, in its sole discretion, to disqualify any individual found to be tampering with the entry process or the operation of the Sweepstakes or web site; to be acting in violation of these rules; or to be acting in an unsportsmanlike or disruptive manner or with intent to annoy, abuse, threaten or harass any other person. Any use of robotic, automatic, programmed or similar entry methods will void all such entries submitted by such methods. In the event of a dispute as to entries submitted by multiple users having the same e-mail account, the authorized subscriber of the e-mail account used to enter the Sweepstakes at the actual time of entry will be deemed to be the participant and must comply with these rules. The authorized account subscriber is deemed to be the natural person who is assigned an e-mail address by an Internet access provider, on-line service provider or other organization responsible for assigning e-mail addresses for the domains associated with the submitted e-mail addresses. No greater than the number of prizes stated herein will be awarded. In the event any technical errors occur in the selection of potential prize recipients and more prizes are claimed than the number of prizes being awarded as provided herein (in any prize category), Sponsor reserves the right to award the prizes by random drawing from among all eligible claimants (in that prize category).

Miscellaneous. The Sweepstakes is governed by the laws of the United States. The Sweepstakes and all accompanying materials are copyright © 2009 by Fabric.com, Inc. and its affiliates. All rights reserved. By entering, participants agree to be bound by these rules. No transfer, assignment, cash redemption or substitution of prizes is permitted except by Sponsor due to prize availability, and then with prizes of equal or greater value. By accepting a prize, each winner agrees (for himself or herself and his or her heirs) that Sponsor and its affiliates and agents will have no liability, and will be held harmless by such winner for any liability, loss, injury or damage to property or to person, including death, and reasonable attorney’s fees and court costs, due in whole or in part, directly or indirectly, by reason of the acceptance, possession, use or misuse of the prize or participation in the Sweepstakes, even if caused or contributed to by the negligence of Sponsor. Participants agree that the decisions of Sponsor related to the Sweepstakes and all drawings are final. By participating in the Sweepstakes, each winner consents to the use of his/her name, photographs or likenesses in any manner and in any medium for promotional purposes by Sponsor without additional compensation, except where prohibited by law.

Winners’ List. For an identification of the winners, log on to http://csi.fabric.com/sweepstakes_winners. The list will be available until December 31, 2009.

Sponsor. Fabric.com, Inc., 2151 Northwest Parkway, Suite 500, Marietta, GA 30067, referred to in these Official Rules as “Sponsor.”

Privacy Notice: All information submitted in connection with this Sweepstakes will be treated in accordance with these Official Rules and Fabric.com, Inc.’s Security and Privacy Policy (http://www.fabric.com/SitePages/SecurityPrivacy.aspx).