TERMS OF AGREEMENT WITH CUTLASS:

The Cutlass, Inc. games are a web-based reality entertainment that takes place in the everyday real world. Each game gives every member of the general public the chance to play. Players receive clues via WAP-enabled cell phones, wireless PDAs or conventional HTML browser. If players are unwilling or unable to take to the streets, players can submit tips to designated onsite players via the Internet and share prize money in case a tip leads to the treasure.

The game centers around solving clues and completing a series of tasks. For solving clues, players receive further clues that eventually point toward the location of the treasure and the final task required to open it.

By signing up for this game on the Cutlass, Inc. website (ctlss.com), players choose a user name and password that allows them to play the Cutlass games. Players are responsible for maintaining the confidentiality of that password.

Each Cutlass, Inc. game will begin at a time and on a date designated on the ctlss.com web site. The game ends when the final puzzle is solved.

By acknowledging acceptance to the rules set forth by Cutlass, Inc., a player agrees:

A. ELIGIBILITY: Player must be at least 18 years of age and legal US residents at the time of entry. Residents of countries other than the United States and Puerto Rico are not eligible. Employees of Cutlass, Inc. and its advertisers, as well as members of their families, are not eligible. This offer is void where prohibited.

B. OWNERSHIP: A player who posts any material within any game by Cutlass, Inc. and who participates in any game, grants Cutlass, Inc. and its successors and assigns, a non-exclusive worldwide, royalty free, perpetual, non-revocable license in such material to distribute, display, and reproduce such material.

Cutlass, INC. owns and will retain all copyrights, trademark, and other intellectual property rights of any kind in the game and all trademarks, text, and materials relating to the game.

A player grants to Cutlass, Inc. the right to film, videotape, interview, photograph, write about, display, telecast, netcast, broadcast, record, and otherwise use the player's likeness, word images, and whatever else may be captured about him on media not limited to film, television, internet, video or text in whatever purposes Cutlass, Inc. desires. A player understands that he will not be paid for use of likeness, image, words, and deeds, above and beyond the prize award that he might receive. A player may be required to execute a further release confirming the rights of Cutlass, Inc. as set forth in these rules.

A player also agrees that he will make himself available to Cutlass, Inc. for reasonable post-game publicity. Publicity could potentially include but is not limited to publicity photo, videotape interview and a press conference.

C. INDEMNITIES: A player agrees to indemnify, defend and hold harmless Cutlass, Inc. from any loss, liability, claim, demand, damage, or expenses (including reasonable attorney's fees) asserted by any third party due to or arising from or in connection with his play in the game.

A player knowingly releases Cutlass, Inc. and all principals, officers, agents, and employees of Cutlass, Inc. from any and all liability for bodily injury, property damage or any other claim that may arise from participation in the game.

A player agrees further to indemnify and hold Cutlass, Inc. harmless for any claims which arise out of players' negligence or intentional acts committed by a player during participation in the game which are in any way connected with the game.

D. ACCESS: Cutlass, Inc. reserves the right at any time and from time to time to modify, delay, or discontinue, temporarily or permanently, any game with or without notice. A player agrees that Cutlass, Inc. shall not be liable to the player or any third party for any modification to or discontinuance of any game.

A player agrees that Cutlass, Inc., in its sole discretion, may terminate any player's password and remove the player from any Cutlass, Inc. game for any reason with or without notice.

E. SOLE RISK: A player's use of the game is at his sole risk. Cutlass, Inc. provides the game on an "AS IS" and "AS AVAILABLE" basis. Cutlass, Inc. expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and noninfringement with respect to the game or any prize, and assumes no responsibility for the timeliness, deletion, misdelivery or failure to provide adequate clues and tasks for any game.

Any material downloaded or otherwise obtained through Cutlass, Inc. is received at the player's own risk and the player will be responsible for any damage to the player's computer system or loss of data that results from the download of any such material.

F. LOGO: Cutlass and the Cutlass, Inc. logo are trademarks of Cutlass, Inc. A player agrees that he will not, without prior written permission, display or use in any manner these trademarks.

G. REPRODUCE: A player agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, the game, use of the game, access to the game, or Cutlass produced media.

H. GAME PRODUCER: Cutlass games are produced by Cutlass, Inc. Management of Cutlass, Inc. has final decision-making power on game matters, including but not limited to the declaration of a prizewinner.

Questions concerning the game can be directed to the GameWarden@ctlss.com or by mail to Cutlass, Inc., 56 Ludlow Street, 2nd floor, NYC 10002. Rules and eligibility are subject to change without notice.

I. FORCE MAJEURE: Cutlass, Inc. is not responsible for any events or circumstances outside the reasonable control of Cutlass, Inc. including but not limited to inclement weather, computer viruses, or technical difficulties with communications devices, communication channels or the Internet. If such an event or circumstance does or has the potential to significantly change, affect, or impact the game, Cutlass, Inc. will review the situation and reserves the right to cancel, delay, or modify the game or take whatever steps it considers necessary or appropriate in its sole discretion to preserve the integrity of the game.

J. DISPUTE RESOLUTION: All disputes having to do with the game, its rules, and prizes are to be resolved by Cutlass, Inc. in its sole discretion.

K. AMENDMENTS TO GAME: Cutlass, Inc. reserves the right to amend the game rules at any time and from time to time before or during the game. If two or more players solve the final puzzle at the same time, the first player to have registered will be deemed the winner. The amount of winnings and prizes depend upon the number of players and number of participants working with the winning player to solve various clues and tasks.

The winner will be required to complete an Affidavit of Eligibility, Release of Liability and, where lawful, a publicity consent agreement within 10 days. By accepting [and/or using] the prize, the winner agrees to the use of winner's name, voice, and/or likeness for the purpose of advertising, trade, or promotion by Cutlass, Inc. without further compensation, unless prohibited by applicable law. If the winner cannot be contacted, is ineligible, fails to claim the prize, or fails to return the completed and executed affidavit and releases as required, the prize may be forfeited and an alternate winner selected.

Player and participants agrees to indemnify, defend, release and hold Cutlass, Inc. and its employees and owners harmless in connection with any injuries, losses and damages of every kind arising in connection with or as a result of the game or the prize, its acceptance, possession, or use. Cutlass, INC. MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED IN FACT OR IN LAW, REGARDING THE PRIZE, INCLUDING BUT NOT LIMITED TO, ITS QUALITY, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

For a copy of the Cutlass Official Game Rules, send a self-addressed stamped envelope to: Cutlass, Inc. Dept: Game Rules Request, 56 Ludlow Street, 2nd Floor, New York NY 10002. [Canadian residents need not affix return postage.]

Prize(s) are nontransferable. Winner will receive a 1099 Form for tax reporting purposes for the approximate retail value of the prize.

A Winner's List will be created by Cutlass, Inc. and the winner's name will be posted on the ctlss.com web site and otherwise made available upon written request within one month following the game.

L. PRIZE MONEY DELIVERY: Cutlass, Inc. reserves the right to deliver the prize money in any way Cutlass, Inc. may elect, via bank wire, satchel, chest, cash or check, upon a player submitting his proper social security number and any other identification and proof of eligibility that Cutlass, Inc. may reasonably request.

M. POLICY STATEMENT: Cutlass, Inc. will not give your e-mail address or telephone number(s) to anyone or any company except to facilitate your play.

- Steve Bull, CEO, Cutlass, Inc.