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BORDERS REWARDS EXCLUSIVE OFFER VALID 3/17/08 THROUGH 3/18/08

40% Off the List Price of Any Single-Disc Music CD Limit 3 CDs Per Customer Valid with Borders Rewards membership only. Certain exclusions apply. Limit three per customer. Excludes music box sets, multi-disc CDs, music DVDs, digital downloads, audiobooks, previous and online purchases, and shipping. May not be combined with other coupons, sale pricing, or corporate, classroom, or other group discounts. Original coupon must be relinquished at time of purchase. Single use coupon. One coupon per customer during the valid period. Void if copied, transferred, and where prohibited by law. Any other use constitutes fraud. Cash value .01¢. Not redeemable for cash. Valid only in U.S. stores 3/17-3/18/08. Does not apply to orders placed online or by phone. Offer limited to in-store selection. No rain checks or special orders. Most Waldenbooks and Borders Express stores do not carry CDs. Borders: This is a programmed barcode. Scan or enter barcode #159033190000000000 and Borders Rewards number any time during the transaction. For purchases containing more than 1 CD scan the barcode for each eligible CD purchased—up to 3. Borders Express/Waldenbooks: Use Item Discount and Discount Code #03 to discount the title 40% off.