GAMES FOR HEALTH

OFFICIAL RULES

The following are the official rules (the "Official Rules") for the three design and development contests sponsored by the Robert Wood Johnson Foundation, a New Jersey non-profit corporation (the "Sponsor") that comprise the Games for Health game design and development competition (the "Competition"). These Official Rules and all matters related to the Competition will be governed by the laws of the State of New Jersey, without regard to its conflict of laws principles. To the extent that the terms of these Official Rules conflict with any other information regarding the Competition, including, but not limited to, the information set forth on the Competition's official website, the terms of these Official Rules shall govern.

Submission of an Entry IN THE COMPETITION constitutes full and unconditional agreement to and acceptance of these Official Rules.

1. ELIGIBILITY.

Entrants (as defined in Section 2 below) must satisfy the specific eligibility criteria for the Competition that they are entering (see Section 3 below) as well as the following general eligibility criteria (collectively, the "Eligibility Criteria"):

● The Competition is open only to legal residents of the fifty (50) states of the United States and the District of Columbia.

● Entrants must be at least eighteen (18) years of age as of October 19, 2006.

● Affiliated Persons (as defined below) are ineligible to participate in the Competition.

● Entrants may not be affiliated with or sponsored by any member of the Entertainment Software Association (a list of members can be found at http://www.theesa.com/about/esa_members.php) or ELSPA (a list of members can be found at http://ww.elspa.com) or any affiliate of any of the foregoing (collectively, "Ineligible Publishers").

Entrants who are determined at any time to have violated the Eligibility Criteria will be disqualified from the Competition.

As used herein, the term "Affiliated Persons" means (a) the trustees, directors, officers, shareholders, members, employees, clients (with respect to Digitalmill, Inc. only) contractors, agents, representatives and affiliates of the Sponsor, Digitalmill, Inc. ("Digitalmill") and any entity associated with the funding, administration or processing of the Competition and (b) the members of the Immediate Family (as defined below) of any of the persons identified in clause (a). The term "Immediate Family" includes a person's spouse/domestic partner and the parents, siblings, children and grandchildren of the person and his or her spouse/domestic partner.

All applicable federal, state and local laws and regulations apply. The Competition is void where otherwise prohibited by law.

2. HOW TO ENTER.

An individual or a team of up to eight (8) people (each, an "Entrant") may enter the Competition by submitting an Entry Form (as defined below) and Game Entry (as defined below) between 12:00 A.M. Pacific Time on October 19, 2006 and 11:59 P.M. Pacific Time on March 30, 2007. Only one entry per Competition will be allowed for each Entrant. In addition, an Entrant may submit an entry to more than one Competition only if the games addressed in each submission are materially different and otherwise satisfy the requirements of these Official Rules.

The Sponsor is not responsible for entries that are late, lost, stolen, misdirected or non-deliverable due to any reason whatsoever, including, without limitation, online communication malfunction or failure, computer or computer program malfunction or failure or human error that may occur in the processing of entries to this Competition. In the event of a dispute about the identity of any Entrant, an online registration will be declared as if made by the authorized account holder of the e-mail address submitted at time of entry.

Unlawful, plagiarized, third-party intellectual property infringing, unintelligible, illegible, obscene, indecent or incomplete entries will be disqualified in the Sponsor's sole discretion. The Sponsor reserves the right to scrutinize all new entries for these requirements at any time during or after the Competition.

3. ENTRY REQUIREMENTS.

a. General.

Entries in the Competition must follow the criteria provided for each contest and must be submitted on the entry form applicable to the contest at issue (each, an "Entry Form"). The criteria and Entry Form for each contest can be found online as follows:

Game Prototype/Demo/ Executable Competition

Criteria

http://www.gamesforhealth.org/competition/open-prototype-criteria.html

Entry Form

http://www.gamesforhealth.org/entryforms/game-prototype-entryform.doc

Student-to-Student Game Treatment/Storyboard Competition

Criteria

http://www.gamesforhealth.org/competition/student-storyboard-criteria.html

Entry Form

http://www.gamesforhealth.org/entryforms/student-storyboard-entryform.doc

Organization Oriented Game Treatment/ Storyboard Competition

Criteria

http://www.gamesforhealth.org/competition/org-storyboard-criteria.html

Entry Form

http://www.gamesforhealth.org/entryforms/organization-storyboard- entryform.doc

By submitting an entry in the Competition, each Entrant warrants and represents that (a) unless the entry constitutes a Permitted Modification (as defined in Section 3(b) below) the Entrant is the sole author and creator of the Materials (as defined in Section 4 below) submitted, (b) the Entrant has not previously assigned its intellectual property rights in the Materials (or any portion thereof) to any other person, (c) the Materials do not violate any applicable law and (d) the Materials do not infringe or violate any intellectual property right held by any third person.

b. Game Prototype/Demo/Executable Contest.

The Game Prototype/Demo/Executable Contest includes the following special requirements:

● Entries that are derived from other games where significant changes to play have been made are able to be entered only if the entry complies with the End User License Agreement ("EULA") for the original game at issue and represents, in the sole discretion of the Sponsor, a significantly original modification to the original game (each, a "Permitted Modification").

● Unless providing a Permitted Modification, all code contained in an entry must be developed by the Entrant; provided, however, that the Entrant may use third party and open source development libraries that are permitted to be used in a commercial published game. IT IS THE ENTRANT'S RESPONSIBILITY TO VERIFY THAT ALL CODE OR TOOLS USED IN THE CREATION OF AN ENTRY MAY BE SUBSEQUENTLY USED IN A COMMERCIAL PUBLISHED GAME, AND THE FAILURE TO DO SO WILL RESULT IN THE DISQUALIFICATION OF THE ENTRY.

● The entry must be accompanied by documentation, including, without limitation, directions for installation, game rules and objectives, instructions for using the keyboard or joystick for input and lists of credits for the game, which information must be supplied as online documentation.

● If the entry requires special equipment, software, or hardware, such as force-feedback hardware, stereo-vision glasses, other headgear, graphics or audio cards, the Entrant must provide five (5) copies of the necessary software or equipment needed to play the game. In all such cases, the Entrant acknowledges that there is no guarantee that the equipment or software at issue will be returned.

● The entry must include an automated installation and uninstallation routine.

● The entry must be playable, feature-complete, and reasonably error-free. Entrants will be permitted to issue one patch/update for an entry; provided, however, that the patch/update is submitted to the Competition prior to the first round of judging; provided further, however, that there is no guarantee that a patch/update, even if submitted within such timeframe, will be implemented.

4. OWNERSHIP OF ENTRIES; PUBLICITY RIGHTS.

Each Entrant shall retain all intellectual property rights to the Materials (as defined below) that it submits as an entry in the Competition. Notwithstanding the foregoing, in consideration of and as a condition to the eligibility of each entry under the terms of the Competition, each Entrant, by submission of an entry in the Competition, hereby: (a) grants to the Sponsor a perpetual, irrevocable, fully-paid, royalty-free, transferable, non-exclusive, world-wide right and license to use, copy, reproduce, publish, distribute and otherwise exploit the materials, images, ideas, writings, look and feel and other property, whether or not copyrightable, submitted as an entry in the Competition, whether alone or in conjunction with any other person (collectively, the “Materials”); and (b) acknowledges and agrees that (i) any ideas, procedures, processes, systems, methods of operation, concepts, principles or discoveries described or otherwise set forth in the Materials (collectively, “Non-Protectable Material”) are not subject to intellectual property protection, including, but not limited to, protection under the Copyright Law of the United States (title 17 of the United States Code) and (ii) none of the Sponsor, Digitalmill or any of the Affiliated Persons shall have any obligation to ensure that such Non-Protectable Material is treated as confidential or proprietary.

5. WINNER SELECTION.

a. First Round.

A First Round Competition Jury will be appointed by Digitalmill in its sole discretion from a pool of game developers, health professionals, and academic researchers. The First Round Competition Jury will judge the eligible entries in accordance with the scoring guidelines (as provided in Section 6 below). The five (5) first round entries with the highest scores in each competition will be selected to advance to compete in the final round of the Competition.

b. Final Round.

A Final Round Competition Jury will be appointed by Digitalmill in its sole discretion from a pool of game developers, health professionals, and academic researchers. The Final Round Competition Jury will judge the five (5) finalist entries in each competition in accordance with the scoring guidelines (as provided in Section 6 below). The Competition will announce the winners of the Competition on the Competition's official website, http://gamesforhealth.org/competition/, on or before June 1, 2007.

6. SCORING GUIDELINES.

The official judging criteria that will be provided to the judges for each competition is available online at http://www.gamesforhealth.org/competition/scoring-guidelines.html.

The decision of the judges and all decisions with regard to the selection

and disqualification of entries shall be final and binding in all respects.

7. PRIZES.

The eligible entry for each contest with the highest score in the Final Round will be declared the winner and will receive a grand prize as follows:

• Game Prototype/Demo/Executable Contest: $20,000

• Student-to-Student Game Treatment/Storyboard Contest: $5,000

• Organization Oriented Game Treatment/Storyboard Contest: $5,000

In the event that the Entrant is a team, the prize will be awarded to the individual designated as the team leader on the Entry Form. It is the team leader's responsibility to allocate the prize among the members of team at issue.

Prizes will be awarded within approximately sixty (60) days after the selection of a winner. Prizes are not transferable.

EACH Entrant is responsible for any federal, state, and/or local tax consequences and for compliance with all governmental reporting and payment requirements.

8. LIMITATION OF LIABILITY.

Entrants agree that the Sponsor, Digitalmill and the Affiliated Persons shall not be responsible or liable for damages or losses of any kind arising out of or resulting from entry and participation in this Competition, acceptance or use of a prize or any other matter related to this Competition, including, without limitation, claims based on property damage, violation of intellectual property rights, personal injury and/or death, publicity rights, taxes or other duties, defamation or invasion of privacy or any other legal claims.

9. TAMPERING.

If for any reason the Competition is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of the Sponsor that corrupts, impairs or affects the administration, security, fairness, integrity, or proper conduct of the Competition, the Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify, extend or suspend the Competition. The Sponsor reserves the right to disqualify any individual who tampers with or in any way corrupts the entry process. The Sponsor may prohibit an Entrant from participating in the Competition or winning a prize if, in the Sponsor's sole discretion, the Sponsor determines that said Entrant is attempting to undermine the legitimate operation of the Competition by cheating, hacking, deception, or other unfair practices or intending to annoy, abuse, threaten or harass any other Entrants or the Sponsor's representatives.