Hey guys, we are truly sorry to bother you with all of the legal mumbo jumbo. Unfortunately when you throw a contest like this and also host user generated content, you need much of this to protect yourself.

1. Contest Period/Sponsor: The "Zoo Games, Inc. 2BeeGames Competition" (the "Contest") begins at 12:00:01 AM Eastern Standard Time ("EST") on August 1, 2009 ("Start Date") and ends at 11:59 PM EST on October 31, 2009. The time to submit entries begins on the Start Date and ends at 11:59 PM EST on September 15, 2009 (the "Contest Entry Period"). (See Rule 7 below for Voting Periods). The sponsor of this Contest is Zoo Games, Inc., 770 Broadway, Suite 215, New York, NY 10003.

2. Eligibility: Contest is open to individuals who are at least 18 years of age or have written parental permission. Many game software companies do not allow their employees to develop and sell their own games or have non-compete agreements. Please check your eligibility before entering. Students are eligible as long as their college or university does not have any ownership rights in what they create. All entrants must be register at 2BeeGames.com and agree to the Terms of Use of Sponsor located at www.2BeeGames.com/site/terms for valid entry. Employees of Sponsor, and/or any organizations affiliated with the sponsorship, fulfillment, administration, prize support, advertisement or promotion of the Contest ("Contest Entities") together with the immediate family members and those living in the same household of such employees are not eligible to enter or win. Void where prohibited by law.

3. How to Enter: Sponsor is looking for new original indie computer video games ("game"). To enter, during the Contest Entry Period: visit http://www.2beegames.com (the "Contest Website"); click on the Submit Game Icon; and follow the on-screen instructions which will require that you (1) register and accept the Terms of Use for the Contest Website, (2) fill in the required information on the official entry form, which will include name, date of birth and phone number and the names of any Third Party Creators (see Rule 4 below), (3) upload a synopsis or description of your game, including the software/language used to create the Games("Game Description") and (4) submit your Entry (The Game Description and Game submitted in the Contest and the entry material submitted by an Entrant are collectively referred to herein as an "Entry(ies)). All Entries must be received by 11:59: PM EST on September 15, 2009. Entry materials that have been tampered with or altered are void. There is no limit to the number of Entries you can submit but each must be original and substantially similar from other Entries submitted by entrant and a maximum of three (3) Entries submitted by the same entrant can be selected as a Finalist Entry. All Entries and requests become the property of Sponsor and will not be acknowledged or returned. In the event of a dispute over the identity of an online entrant or ownership of an Entry or Game, the Entry will be disqualified. Entries will not be acknowledged or returned except as provided herein. Proof of submission of an Entry does not constitute proof of receipt by Sponsor.

4. Requirements for Entry: ENTRIES MUST BE SUBMITTED BY AN INDIVIDUAL. However, GAMES CAN BE CREATED BY TEAMS. If an Entry was created by more than one individual it is the Entrant's responsibility to obtain written permission from any third party involved in the development or creation of the Game, including any music or other elements incorporated into the Game ("Third Party Creators") and to provide Sponsor with information regarding Third Party Creator(s), if any. Sponsor will require from potential Finalists written documentation evidencing permission from all Third Party Creators that they individually and collectively grant the rights to the Game granted herein. Sponsor will provide credit on the Game Website to Third Party Creators solely as provided by Entrant, but any prize awarded will be awarded only to the Entrant.

Entrant represents and warrants that: (i) the Game, and all elements thereof, is original with entrant and is not copied from any other work or, to the extent that pre-existing source code is incorporated into the Game, contains only source code that does not infringe on any third party rights and conforms to all applicable licensing and use terms and which is clearly identified in the Game Description as coming from another source, and/or to the extent any elements were created by a third party ("Third Party Creators"), entrant has received written permission from all Third Party Creators to enter the Game in the Contest and to grant the rights granted to Sponsor herein, as set forth herein; (ii) the Game does not infringe upon the rights of any third party; (iii)the Game is free and clear of any liens, conflicting contractual rights or other claims with respect to the use of the Game, or any elements thereof, in the manner authorized herein, (including, but not limited to the right to record and/or publish the Game); (iii) use of the Game by the Contest Entities as granted herein will not give rise to any claims of infringement, invasion of privacy or publicity, or infringe on any rights or interests of any third party, or give rise to any claims for any payment whatsoever, including but not limited to claims for re-use fees or residuals, (iv) the Game is not and will not be defamatory, trade libelous, pornographic or obscene, and (v) the Game has not been previously sold or licensed to any third party and is not actively under consideration to be published or disseminated for sale to the general public on platforms other than PC.

Entries must be suitable for all audiences and must comply with the following:

• Games cannot depict any identifiable people;

• Entrants must receive permission from anyone involved in the development or creation of the Game, including all elements contained in the Game ("Third Party Creators") to submit the Games in this Contest and to grant the rights granted to Contest Entities herein (and if requested from Sponsors will provide evidence of this permission);

• Please note the following:the Game may not contain or refer to any other companies' or product names, brands, trademarks or logos; or advertising campaigns.

• If your Game incorporates music it may only include music that is either in the public domain or music for which you have received a license from the owner of the music which includes the rights granted herein.

• Games must be uploaded on 2BeeGames.com and therefore comply with Sponsor's Terms of Use and other requirements.

• Games may run on PCs, MACs and/or web browsers. Games developed for PCs or MACs must have an automated install or uninstall routine if installation is necessary to play the Game. Games played via web browsers must run in the latest versions of both Internet Explorer and Firefox, and may use the latest versions of the Flash, Java, Director, Unity, and Virtools plug-ins, etc if desired.

• Games developed using middleware/engine software are eligible but only if commercial rights are granted with the license to use that software so review those requirements carefully.

• All Games must be in a "beta" state or better (i.e., Games must be feature-complete). At least one (1) level of each Game must be complete and fully playable.

• Games cannot contain offensive material or any elements such as nudity, graphically violent imagery, sexually suggestive imagery, or material that is racially insensitive, profane, slanderous, disparaging to any person or third party, offensive to good taste, discriminatory on the basis of sexual orientation, religion or race, or which visually depicts alcohol, illegal drug use or gambling or is contrary to the interests of any of the Contest Entities or the corresponding Entries will be disqualified, as determined in the sole discretion of the Sponsor. [Mature games are fine, but nothing too crazy and offensive!]

• Once an Entry is received it cannot be modified or edited. Patched (Updated) games will have to be re-submitted as a new Entry and are only accepted until the end of the submission period.

5. Ownership/Use of Entries: Entrants retain ownership of the Games they submit, however, by entering you, on behalf of yourself and any Third Party Creators, grant Contest Entities the perpetual, fully-paid, irrevocable, non-exclusive license to display, exhibit, modify for use on our websites, transmit, the Games in any manner, form, or format now or hereinafter created, including on the internet, and for the purpose, of the Contest Entities and the Contest Entities' goods and/or services limited to, the hosting of the games on the site, advertising or promotion of the Contest and the Contest Website without further consent from or payment to you, Third Party Creators or any other third parties. Sponsor reserves the right to post the Games on the Sponsor's Contest Website but Sponsor has no obligation to post or publish your Game and any such publication or postings will be in Sponsor's sole discretion. In addition, by submitting a Game, Entrants acknowledge that, by acceptance of an Entry, Contest Entities, do not waive any rights to use similar or related ideas that might be contained in a Game which was previously known to Sponsor, or developed by its employees, or obtained from sources other than Entrant. In the event of any dispute or potential dispute regarding the Entry or Entrant, Third Party Creators, or any third party, the Entry may be disqualified in Sponsors' sole discretion. Any Game might be posted on the Contest Website in Sponsor's discretion at any time during the Promotion Period and until the ten (10) Finalists are announced such posting does not reflect the Entry's ranking in the Contest.

6. Prizes: There will be two winners. One (1) Grand Prize Winner will receive $10,000 and a publishing deal. The terms of the publishing deal will be negotiated between Zoo Games and Entrant upon winning. By entering, you give Zoo Games first and last negotiation rights for the publishing of the entry. If no deal is mutually agreed upon, the entrant will receive the prize money only. One (1) Audience Favorite will receive $5000. All federal, state and local taxes on prize are the sole responsibility of the winners. The Sponsor will issue and file an IRS form 1099 in the name of the winners for the total prize value. Prizes are non-transferable.

Round One: Round One: Ten (10) Entries will be chosen as finalists ("Finalists") by a panel of judges based on the following criterion: (1) artistic style (2) console appeal, (3) game play, (4) sound and (5) originality ("Judging Factors"). The ten (10) Finalist Entries will be posted on the Sponsor's Contest Website. In the event of a tie in Round One, the Tying Entries will be re-judged based on fun and playability. In the event of a second tie in Round One, the Tying Entries will be re-judged based on lasting appeal.

Round Two: Round Two: Our judging panel will select the Grand Prize Winner from the ten (10) Finalist Entries on the last day of voting. The Audience favorites will be selected from among the ten (10) Finalist Entries by votes from anyone who registers and logs onto the Contest Website and votes during the Voting Periods based on which game they liked the most. For 4 weeks ("Voting Period") all registered visitors will be able to vote each week during the Voting Period for the Audience Favorites by logging onto the Contest Website and following the onscreen prompts to vote for their top choice from among the 10 Finalist Entries ("Voter"). Limit: One vote per Voter/computer will be tallied each Weekly Voting Period as set forth below. The two (2) Entries with the lowest number of votes cast during the applicable Weekly Voting Period will be eliminated from the next Weekly Voting Period until the Final Weekly Voting Period when only four of Final Entries will remain. The weekly Voting Periods are as follows:

The four Finalist Entries remaining in the Final Week Voting Period are eligible to become Audience favorites: the Finalist Entry that receives the most number of votes during the Final Weekly Voting Period will be the Audience Favorite; provided that, if one of the four Finalist Entries is Grand Prize Winner then Audience favorite will go to the other Final Entry with the most votes. Voters must be at least 14 years of age, register and agree to the Terms of Use on the Contest Website and any voting instructions posted on the Contest Website. Votes that do not comply with the Official Rules or these requirements, or that result from fraud or collusion, may be disqualified in Sponsor's sole discretion. Votes must be manually recorded and Sponsor reserves the right to void all votes made through any robotic, automatic, mechanical, programmed or similar entry duplication method and to disqualify any individual using such a method. If an Entrant is found to have engaged in such fraud or collusion, all of that Entries' votes will be disqualified. If an Entrant is determined to be involved in such prohibited activity, all of its votes shall be disqualified. In the event of a tie in the final Weekly Voting Period, the Judges will re-judge and select the winning Entries from the tying Entries based on lasting appeal. The winners in the final week are still subject to verification of rights and eligibility, as set forth herein, and are subject to the Official Rules even if they have been announced as winners.

The Sponsor reserves the right, in its sole discretion, at any time and at any stage of the submission, judging process or voting, to reject or disqualify any Entry or Voter or votes that are deemed ineligible or for any reason that the Sponsor feels is necessary and/or appropriate. The posting of an Entry or even a Finalist Entry does not guarantee advancement to the judging or voting process or eligibility.

8. Finalist/Winner Notification: The potential Finalist Entrants and their Entries shall be subject to verification and the requirements of these Official Rules. Sponsor will notify Finalists Entrants by e-mail, phone and/or postal mail. All Finalists (and their parents/legal guardians, if Finalists/Winning Entrants are minors as determined by the state in which they reside ("minors")) will be required to execute an affidavit of eligibility, liability release, publicity release and license (collectively, "Affidavit of Eligibility Release and License") and ALL Third Party Creators (and their parents/legal guardians, if any such Third Party Creators are minors) will be required to execute a liability release, publicity release and license (collectively, "Release and License"). Finalist Entrants will also be required to execute an agreement to be effective only if such Final Entrant is the Grand Prize Winner giving the Sponsor first and last negotiation rights to convert the Grand Prize Winner into a commercial quality game playable on one or more platforms of the Sponsors choosing. If a potential Finalist or Winner does not respond to the Finalist/Winner notification email which will be sent to the email address on file for the potential Finalists/Winner's Entry and which will be sent four (4) times over a four (4) day period, or if said emails are undeliverable, or if a notification phone call is not returned within four (4) days or if potential Finalist Entrant and/or any Third Party Creators do not return the required documentation within ten (10) days of the date of notification, or if an Entry is found to be ineligible for any reason, the potential Finalist Entrant will be disqualified and will forfeit, respectively, the opportunity to be included in the Prize voting process or any prize. If a Finalist is so disqualified, an alternate Finalist will be chosen on the basis of the criteria stated herein from among the remaining eligible Entries. [All this means is we get first and last rights to negotiate for the title, YOU ARE NOT LOCKED INTO AN AGREEMENT BY ENTERING OR WINNING]

If the potential Winning Entrant does not fulfill the terms of use, or has misrepresented themselves, the potential winner will be disqualified and forfeit any rights to the Prize, and the Sponsor in its sole discretion has the right to select a runner up to win the corresponding prize

Sponsor reserves the right to disqualify any Entrant for any reason, including without limitation, if that Entrant has not complied with these Official Rules or has interfered, in Sponsor's sole opinion, with the proper conduct of this Contest. If less than 10 eligible Entries are submitted less Finalists will be selected as necessary. By entering this Contest, unless prohibited by law, each Entrant grants (and on behalf of any Third Party Creators grants to Sponsor the right to use, display, distribute or publish such Entrant's name, likeness, photograph, voice, address (city and state), biographical information, and any material based thereon or derived therefrom, and his/her Entry or to refrain from so doing, in any manner in any and all media, whether now known or hereafter devised, anywhere in the world in perpetuity in connection with this Contest without limitation or compensation and without additional notice. Acceptance of a Prize constitutes a waiver, on behalf of all Entrants and all Third Party Creators of any claims to compensation, royalties, or other remuneration for all uses of the Entry by Sponsor or its agents that are permitted or granted hereunder.

9. General Conditions: Contest is void where prohibited by law. By entering, entrants (and their parents or legal guardians if entrants are minors) agree that all issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules, entrant's rights, and obligations, or the rights and obligations of the Sponsor in connection with this Contest, will be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without giving effect to any choice of law or conflict of law rules. Sponsor reserves the right to take such action as it deems necessary to enforce these Official Rules and ensure the fair operation of this Contest, including without limitation barring entrants who do not comply with these Official Rules. By entering, entrants consent to the jurisdiction and venue of the federal, state, and local courts located in New York County, New York, United States of America.

By participating, Entrants and Third Party Creators (and their parents or legal guardians if entrants are minors) agree to be bound by these Official Rules and the decisions of the Sponsor and its judges, which shall be final in all respects. By participating in this Contest and/or by accepting any prize that they may win, Entrants, Third Party Creators (and their parents or legal guardians if entrants are minors) agree to release Contest Entities, and their respective parent, subsidiary and affiliated companies, units and divisions and advertising and promotional agencies and prize suppliers; and each of their respective officers, directors, agents, representatives and employees; and each of these companies and individuals' respective successors, representatives and assigns (collectively, the "Released Parties") from any and all actions, claims, injury, loss or damage arising in any manner, directly or indirectly, from or in connection with participation in this Contest and/or acceptance or use of any awarded Prize. The Released Parties shall not be liable for: (i) late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, garbled or unintelligible entries, communications or documents, regardless of the method of transmission; (ii) telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) any injuries, losses or damages of any kind caused by any prize or resulting from the acceptance, possession or use of such prize, or from participation in the Contest; or (v) any printing, typographical, administrative or technological errors in any materials associated with the Contest. The Contest Sponsor disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with this Contest, and reserves the right, in its sole discretion, to cancel, modify or suspend the Contest should a virus, bug, computer problem, unauthorized intervention or other causes beyond Contest Sponsor's control, or otherwise, corrupt the administration, security or proper play of the Contest. In such event, Sponsor may in its discretion post notice on the Contest Website and implement an alternative means for awarding the prizes. The Contest Sponsor may prohibit any Entrant or Voter from participating in the Contest or winning a prize if, in its sole discretion, it determines an Entrant or Voter is attempting to undermine the legitimate operation of the Contest by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Creators or the Contest Sponsor representatives. The Sponsor reserves the right in its sole discretion to suspend, modify or terminate this Contest in any manner it deems necessary and reasonable. The Sponsor shall not be responsible if this Contest cannot be implemented or if a prize cannot be awarded due to delays or interruptions due to acts of God, acts of war, strikes, governmental action, natural disasters, weather or acts of terrorism. Any and all disputes, claims, and causes of action arising out of or in connection with this Contest, shall be resolved individually, without resort to any form of class action. ANY CLAIMS, JUDGMENTS AND/OR AWARDS SHALL BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS ASSOCIATED WITH ENTERING THIS CONTEST. ENTRANT AND THIRD PARTY CREATORS (AND THEIR PARENTS OR LEGAL GUARDIANS IF MINORS) HEREBY WAIVE ANY RIGHTS OR CLAIMS TO ATTORNEY'S FEES, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ENTRANT OR THIRD PARTY CREATORS, WHETHER FORESEEABLE OR NOT AND WHETHER BASED ON NEGLIGENCE OR OTHERWISE. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE CONTEST WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE CONTEST. SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

By participating in the preparation of an Entry, all Third Party Creators are deemed to make the representations and agreements set forth in these Official Rules and may be required to execute documents to that effect before an Entry may be entitled to be eligible as a Finalist Entry and/or receive any prize. Should any Third Party Creator fail to comply with the Official Rules or in the event of any dispute between the Entrant and any Third Party Creators regarding any aspect of the Contest, Sponsor reserves the right to disqualify the Entry.

10. PRIVACY POLICY: By entering this Contest, Entrant agrees that, unless Entrant otherwise opts out on the applicable privacy policy on the Contest Website or otherwise informs Sponsor in writing, Sponsor and its affiliates and marketing partners may use Entrant's physical and/or e-mail address to contact Entrant regarding Sponsor's services and other offers. By participating in the Contest, entrant hereby agrees to Sponsor's collection and usage of entrant's personal information for the purposes specified herein and in the Sponsor's privacy policy and acknowledges that entrant has read and accepted Sponsor's privacy policy posted at www.2BeeGames.com/site/privacy.

11. PRIZE WINNER LIST: For a copy of these Official Rules, (or the name of the Grand Prize Winner, and/or First Prize Winners available after November 1, 2009), mail a self-addressed, stamped envelope to: "2BeeGames Competition" Winner's List or Rules, Zoo Games
c/o Powerspace. 770 Broadway Suite 210, 2nd Floor New York, NY 10003. (VT residents may omit return postage from Rules requests). Requests must be received by November 30, 2009.