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XPRESSBET'S® $25,000 SWEEP THE CROWN ONLINE HANDICAPPING TOURNAMENT

OFFICIAL RULES

The Tournament:

The XpressBet® $25,000 Sweep the Crown Online Handicapping Tournament (the 'Tournament') is an online handicapping competition in which participants are challenged to earn the greatest total mutuel payoffs based on single, $25 'live' wagers placed using the Contest Wager Pad ('Contest Wagers') on 1 horse to either Win or Place or Show in each of 3 mandatory races:

Kentucky Derby (May 3, 2008)

Preakness Stakes (May 17, 2008)

Belmont Stakes (June 7, 2008)

(the "Tournament Races")

During the Tournament, participants who place Contest Wagers on 1 horse to Win in each of the Tournament Races, will be eligible to share in the $10,000 Sweep the Crown Bonus (the 'Bonus Prize'), in addition to the other prizes offered in this Tournament.

• To play in the Tournament, participants must register only once for the Tournament online at www.xpressbet.com before post time for the Kentucky Derby (May 3, 2008, subject to change without notice). To register for the Tournament, click on Contest Banner Ad at www.xpressbet.com and you will be prompted to provide your XpressBet® account number, your name, email address (twice) and telephone number. To ensure your registration occurs, we recommend that you register for the Tournament early to avoid being shut out. Upon successful Tournament registration, participants will receive an on-screen confirmation.
• There are no entry or registration fees payable to participate in the Tournament; however, $25 will be withdrawn from your XpressBet account for each Contest Wager made in the Tournament for a total of $75.
• To make each Contest Wager and to be eligible for prizes, participants must select the Contest Wager Pad and make a single $25 “live” Win or Place or Show wager on 1 horse in each of 3 mandatory Tournament Races: Kentucky Derby (May 3, 2008), Preakness Stakes (May 17, 2008) and Belmont Stakes (June 7, 2008).
• In order to be eligible for the Bonus Prize, all 3 selections must be to Win.
• Only the Tournament Races are included in this Tournament and only online XpressBet Contest Wagers on the Tournament Races submitted using the XpressBet Contest Wager Pad are eligible for inclusion in the Tournament. Wagers placed via the traditional non-contest Wager Pad, placed by telephone, or that are placed by any other means do not qualify for inclusion in this Tournament.
• Each participant's XpressBet Player Account will be credited with any winnings arising out of participation in this Tournament and debited for all losing wagers.
• For Tournament scoring purposes mutuel payoffs on selections will be capped at 20-1 ($525).
• Real odds payoffs on winning selections will be deposited to each participant’s XpressBet account but will not affect Tournament scoring.

To Enter:

Participants must register for the Tournament by following instructions on the homepage of the XpressBet website located at www.xpressbet.com. Participants must have an XpressBet account in good standing for the duration of the Tournament in order to participate. One (1) XpressBet account per person. One (1) Tournament registration per person.

To Play:

Participants must place a single $25 'live' Win, Place or Show wager online ('Contest Wager'), on one (1) horse in each of the three (3) Tournament Races. Participants must use their online XpressBet wagering account to place Contest Wagers in order for the wagers to be eligible. Contest Wagers must be submitted via the XpressBet Special Contest Wager Pad only to be eligible. Wagers submitted via the usual, non-contest wager pad will not count in the Tournament.

Contest Wagers on scratched horses earn zero in the Tournament. If a participant notices that a selection is officially scratched (as deemed by the tote operations) in any Tournament Race, the participant may submit a Contest Wager on another horse in that race before wagering closes for that particular race. Make certain to use the Special Contest Wager Pad to submit all Tournament selections including replacement selections for scratched horses. Once a late scratch is processed by tote, the Special Contest Wager Pad will be available for submission of replacement wagers on scratched horses.

Entries must be made in accordance with these Official Rules; any other attempted form of entry will NOT be accepted. Any use of robotic, automatic, macro, programmed or like call-in or registration entry or wager methods will void all such entries by such methods, and result in disqualification of any participant using such methods.

Results:

Results and standings will be posted following each Tournament Race, and the participants with the highest payoffs will be notified by 5:00 pm Eastern Time on Monday, June 9, 2008 or on such other date following the final Tournament Race. Prizes will only be awarded once winner qualification is verified. Results and standings will be posted following each Tournament Race, and prize winners will be notified by 5:00 pm Eastern Time on Monday, June 9, 2008 or such later date following the final Tournament Race. Prizes will be awarded as soon as winner qualification is verified.

Legal and Eligibility:

The Tournament is open to residents of the United States, 21 years or older as of May 3, 2008, who have a valid XpressBet account in good standing, excluding residents of Alaska, Colorado, Connecticut, District of Columbia, Georgia, Hawaii, Kansas, Maine, Missouri, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, Oklahoma, South Carolina, Texas, Utah and Puerto Rico. The following persons are also ineligible to participate in the Tournament: XpressBet, Inc. employees, officers, directors and those of its parent, subsidiaries, affiliates, agencies, entities engaged in the development, distribution, implementation or administration of the Tournament and their respective parents, children, spouses and siblings, and those with whom they are domiciled. VOID WHERE PROHIBITED BY LAW.

YOU MUST HAVE AN OPEN, VALID XPRESSBET ACCOUNT IN ORDER TO REGISTER FOR THE TOURNAMENT. PERSONS WITH XPRESSBET ACCOUNTS THAT ARE CLOSED (UPON THEIR OWN REQUEST) OR WITH XPRESSBET ACCOUNTS THAT HAVE BEEN LOCKED BY XPRESSBET (BECAUSE ACCOUNT IS NOT IN GOOD STANDING) ARE NOT ELIGIBLE TO REGISTER FOR THE TOURNAMENT, UNLESS THEY RE-OPEN ACCOUNT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF USE OF WWW.XPRESSBET.COM.

YOU MUST HAVE SUFFICIENT FUNDS IN YOUR WAGERING ACCOUNT TO MAKE THE CONTEST WAGERS REQUIRED BY THE TOURNAMENT. FOR INFORMATION ON HOW TO FUND YOUR ACCOUNT, PLEASE FOLLOW INSTRUCTIONS AT WWW.XPRESSBET.COM. XPRESSBET IS NOT RESPONSIBLE FOR ANY DIFFICULTIES THAT MAY ARISE IN FUNDING YOUR ACCOUNT OR HAVING THESE FUNDS AVAILABLE FOR WAGERING DURING THE TOURNAMENT.

These are the official rules. This Tournament is subject to all applicable Federal and State law. These rules are subject to change without notice in order to comply with any applicable Federal and State laws and any amendments to these rules will be posted at www.xpressbet.com.

To Establish an XpressBet Account:

XpressBet applications are accepted online at www.xpressbet.com; by calling toll-free (866) 889-7737; or in-person at an XpressBet center at any one of the following race tracks: Bay Meadows Race Course (San Mateo, CA), Golden Gate Fields (Berkeley, CA), Santa Anita Park (Arcadia, CA), Thistledown (Cleveland, OH), The Meadows (Meadowlands, PA), Suffolk Downs (East Boston, MA), Pimlico Race Course (Baltimore, MD), Laurel Park (Baltimore, MD). Follow all instructions, first providing your name, complete residential address (including zip code), telephone number, date of birth, social security number, email address and mailing address (if different from residential address). You will also be asked if you wish to receive email updates about XpressBet, Inc.; you may complete and submit the application (and register for the Tournament) without consenting to receive such email updates. If submitting application online, indicate your preference by either retaining or removing the checkmark from the designated box. Then, select a username and password, security question and answer, and PIN and Account password for your XpressBet account. Upon completion of these steps, and valid id check, you will be assigned a unique XpressBet Account Number. As part of the application procedure, you may then also activate your XpressBet account for wagering by depositing funds into the account. The Privacy Policy and Terms and Conditions of Use may be found at www.xpressbet.com by clicking on the appropriate links on the home page and certain other pages of the website.

Once the application procedure has been completed and your XpressBet account has been established, you may register for the Tournament by following instructions located on the homepage of the XpressBet website located at www.xpressbet.com.

Selecting Winner:

The winner of the Tournament will be the participant with the highest mutuel payout resulting from the Contest Wagers placed by eligible participants received during the Tournament period. The second place winner of the Tournament will be the participant with the second highest mutuel payment and so on for the third and fourth place winners. There will be six 5th place winners. Winner(s) will be determined solely based upon the total winnings of Contest Wagers placed on the three (3) Tournament Races. Winner(s) will be determined by XpressBet, Inc. management, whose decisions are final and binding in all respects.

Prizes may not be substituted, transferred or assigned by participants.

Tie-Breaking Procedures:

First Tie-breaker: The participant with the horse with the highest winning mutuel payoff of all tied participants from any of the three Tournament Races will be ranked above the others. Ties for all subsequent positions will be broken in the same manner.

Second Tie-breaker: Participant with the second highest winning mutuel payoff of all tied participants from any of the three Tournament Races will be ranked above all others. Ties for all subsequent positions will be broken in the same manner.

If two (2) or more participants remain tied after the top two (2) tie-breakers are enforced prize awards for that position and the one(s) immediately below it will be combined and then divided evenly among all participants tied for the highest position.

All decisions are final.

Taxes:

Liability for any and all federal, state and local taxes rests solely with the prize winners.

Notification of Winners:

Winners will be notified via one of the following: email, US postal mail or telephone.

Prizes

All prizes will be awarded by depositing a credit equivalent to the amount of the prize to each winner’s XpressBet wagering account. Prizes are not transferable and may only be used pursuant to the Terms and Conditions of Use of your XpressBet account. Prizes will be announced on Monday, June 9, 2008 or such later date after the last Tournament Race and will be posted at www.xpressbet.com by 5:00 pm Eastern Time.

• First
• $6,000
• Second
• $3,000
• Third
• $2,000
• Fourth
• $1,000
• Fifth
• $500
• Sixth
• $500
• Seventh
• $500
• Eighth
• $500
• Ninth
• $500
• Tenth
• $500

Sweep the Crown Bonus Prize:

A participant who places a $25 Contest Wager to Win on each of the 1st place winners of all 3 Tournament Races will be eligible to receive a $10,000 bonus.

If more than one participant places a $25 Contest Wager to Win on each of the 1st place winners of all three Tournament Races, the $10,000 Bonus Prize will be divided equally amongst such participants.

Odds of winning are determined by the outcome of the Tournament Races and the number of eligible entries received for the Tournament.

General Conditions:

In order to be eligible to receive prize, the Prize Winner is obligated, and by entering agrees, to execute an Affidavit of Eligibility, General Release of Liability, Indemnity and Publicity Consent (where legal), which is to be returned to XpressBet within the indicated time period. Non-compliance with this requirement or return of prize notification as undeliverable will result in disqualification and prize forfeiture, with an alternate winner being selected from all remaining eligible entries received for that drawing.

By accepting prize, winner agrees to the use of his or her name, voice, photo, biographical information and/or likeness for promotional/advertising/trade purposes by XpressBet, Inc. and will be required to participate in such publicity communications as XpressBet, Inc. requests without further compensation, except where prohibited by law.

Indemnification:

By registering for the Tournament, each entrant (i) agrees to abide by and be bound by these Official Rules and all decisions of XpressBet and the judges, which are final and binding in all respects; and (ii) releases and holds harmless XpressBet, Inc., its parent company, affiliates and each of their respective directors, officers, employees and agents from any and all liability for any injuries, loss or damage of any kind to persons, including death, or property damage, resulting in whole or in part, directly or indirectly, from acceptance, possession, use or misuse of any prize, or participation in this Tournament.

Limitations of Liability:

XpressBet, Inc. assumes no liability for typographical or other errors in the offer or administration of the Tournament including, without limitation, errors in the printing of the offer and official rules, selection, notification and announcement of the winners, or distribution of the prizes.

XpressBet, Inc., its parent company, affiliates and each of their respective directors, officers, employees and agents shall assume no liability of any kind whatsoever in any cases in which their inability to act results from an event or situation beyond their control, including, but not limited to Acts of God, civil or military authority, acts of public enemy, war, riot, civil disturbance, fire, explosion, earthquake, flood, strike, third party non-performance lockout, labor disturbance, or any other cause beyond the control of a party. In such event, XpressBet, Inc. reserves the right to modify, suspend, or terminate the Tournament and award the prizes, as set forth in Modification/Suspension/Termination below. No responsibility is assumed by XpressBet, Inc. for late, lost, misdirected, damaged, incomplete, illegible registration submissions/phone calls/wagers, postage due mail, disconnected, inaudible, interrupted phone calls, any computer, telephone, cable, satellite, network, electronic or Internet hardware or software malfunctions, failures, connections, availability or garbled or jumbled transmissions, service provider/Internet/web site/use net accessibility or availability, traffic congestion or unauthorized human intervention. XpressBet, Inc. reserves the right, in its sole discretion, to disqualify any individual it finds, in its sole discretion, to be tampering with the entry process or the operation of the Tournament or web site; to be in violation of the Terms and Conditions of Use of the web site, or to be acting in violation of these Official Rules. XpressBet, Inc. is not responsible for any incorrect or inaccurate information, whether caused by web site users or by any of the equipment or programming associated with or utilized in the Tournament and assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the web site.

Modification/Suspension/Termination:

If, for any reason, the Tournament is not capable of running as planned by reason of, but not limited to, cancellation of one or more Tournament Races, infection by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which XpressBet, in its sole opinion, deems could corrupt or affect the administration, security, fairness, integrity or proper conduct of any aspect of the Tournament, XpressBet reserves the right at its sole discretion to cancel, modify or suspend the the Tournament and select the winners from all eligible deposit entries received up until the time the Tournament is affected by some other means determined by XpressBet in its sole discretion to be fair, appropriate and consistent with these Official Rules. In such event, notice will be posted at www.xpressbet.com. In the event one or more of the Tournament Races is postponed or re-scheduled, the contest dates will be adjusted accordingly.

Winners List:

For names of winners, send a self-addressed stamped envelope for receipt by June 20, 2008 to: XpressBet, Inc., 200 Race Track Road, Building 26, Washington, PA 15301.

SPONSORED BY: XpressBet, Inc., 200 Racetrack Road, Building 26, Washington, PA 15301.