OFFICIAL RULES

VOID WHERE PROHIBITED

1.Promotion Period.

The PayLoadz Reseller and Registration promotion (the "Promotion") period begins 9/20/06 at 12:01:00 a.m. EST (the "Promotion Period"). The computer of PayLoadz, Inc. is the official time-keeping device in the promotion.

2.How the promotion works.

The Promotion awards new account sign-up and new account referrals a variable monetary fee paid directly into the recipient's (Recipient) PayPal account. The Web Site's automated system will determine a referral bonus payout ("Bonus") amount based on funds available to the Promotion. The Bonus will be denominated in US Dollars ($ USD).

A Bonus will be paid to each new account that registers for a PayLoadz user account using the Promotion link found at the Web Site and creates a new product for sale in the system with the intention of using the PayLoadz Service to fulfill the delivery of the product created. Once the account has been registered and a product has been created, the Web Site will check for any fraudulent activity attempting to circumvent the intended operation of the Promotion. Once the information is verified by the Web Site, payment will be sent to the PayPal Email Address value specified by the Recipient at the time of account registration. Only one Bonus per person shall be awarded for a new account registration.

A Bonus will be paid to any person that refers a new account to the PayLoadz Service using the Reseller Program located at: http://payloadz.com/affiliates/reseller.asp. The Bonus paid to the referrer depends on the verification of the new account registration. Only valid account referrals as determined by the Web Site shall receive the referral Bonus. There is no limit to the amount of referral Bonus(es) that can be earned.

3.BONUS AND ACCOUNT INFORMATION.

Each Bonus verified and rewarded will credit directly to the PayPal Email Address specified during account creation, or used during the Reseller Program registration. Once paid, the Bonus is automatically voided, cancelled and rendered unusable and cannot be used again or for any other purpose. Each Bonus can only be earned, subsequent attempts to re-submit or re-use the same Bonus, whether online or by mail, will be void. Each person can only enter their information into one Account to earn the new account Bonus. If a person enters information into multiple accounts under different PayLoadz IDs, then Sponsor, in its sole discretion, may void any such Bonus(es), referrals, and accounts. Children 12 years old or younger will be required to obtain verifiable parental consent in the manner requested on the Web Site as a condition of Account registration.

NEW ACCOUNT Bonus(es) MUST BE OBTAINED THROUGH THE PROMOTION LINK FOUN ON THE WEB SITE. REFERRAL Bonus(es) MUST BE OBTAINED VIA A NEW ACCOUNT REFERRAL GENERATED VIA THE RESELLER SYSTEM. Bonus(es) AND ACCOUNTS CANNOT BE SOLD, TRANSFERRED, TRADED, BARTERED, AUCTIONED (INCLUDING THROUGH AN INTERNET AUCTION SITE) OR GIVEN AWAY. In addition, Bonus(es) in a particular Account cannot be transferred to any other account, combined or pooled with any Bonus(es) in any other Account or shared with any other Account. No groups, clubs or organizations can register an Account or participate in the Promotion.

4.BONUS REDEMPTION.

Bonus payouts will be sent directly to the PayPal Email Address listed in the account registration or in the Reseller Program. It is the recipient's responsibility to collect the money from this account. We are not liable for issues with the recipient's PayPal account in terms of accessibility, availability, or ability to withdraw funds from the account.

5.VERIFICATION.

All Promotion information submitted online or by mail become the property of Sponsor and will not be returned or acknowledged. All Promotion information is subject to verification at the sole discretion of Sponsor. Anti-fraud detection devices may be used for verification purposes. Promotion information will be void if they fail to pass anti-fraud detection measures, or if determined by Sponsor in its sole discretion to be any of the following: duplicated, photocopied, reproduced, forged, defaced, disassembled, tampered with, mutilated, cut, torn, partially or entirely erased or blank, smudged, altered from the form that is in compliance with the intended operation of the Promotion, unreadable, illegible, stolen, unissued, unauthorized, or illegitimately obtained. A Bonus will be invalid if such Promotion Information is associated with any Bonus deemed void for any reason, including without limitation, the following: (a) Promotion information is not verified or recognized as valid; or (b) Promotion information is determined to be previously entered and used; or (c) Promotion information is incorrectly or incompletely entered or submitted; or (d) Promotion information and/or corresponding Bonus(es) are otherwise void. Sponsor shall have no obligation to the holder of any void Promotion information and corresponding Bonus(es). Notwithstanding the foregoing, Sponsor may, at its sole discretion and without obligation, elect to replace an illegible Bonus with another Bonus, with the same point value, if appropriate upon request, while supplies last. Sponsor reserves the right to inspect and examine any illegible Promotion information prior to issuing a replacement. Except as expressly stated above, Sponsor shall have no liability or obligation with respect to any void Promotion information or Bonus(es).

6.ELIGIBILITY.

Promotion open only to legal United States residents residing within the fifty (50) United States or District of Columbia throughout the Promotion Period. Void elsewhere and where prohibited by law, and in Puerto Rico, U.S. Virgin Islands, and U.S. military installations located in a foreign country. Employees, officers, directors and agents of PayLoadz Inc., and it's respective subsidiaries, affiliates, suppliers (including promotional partners providing merchandise), distributors and advertising, promotional or judging agencies who are involved in any aspect the creation, production, operation, execution and fulfillment of the Promotion ("Sponsor and its Administrators"), and the immediate family members (parent, child, sibling or spouse) of any of the foregoing and household members of such individuals (whether related or not) are not eligible to participate in this Promotion.

7.LIMITATIONS OF LIABILITY.

No responsibility or liability is assumed by the Sponsor and its Administrators for technical problems or technical malfunction arising in connection with any of the following occurrences which may affect the operation of the Web Site: hardware or software errors; faulty computer, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or providers; garbled, jumbled or faulty data transmissions; failure of any e-mail transmissions to be sent to or received; lost, late, delayed or intercepted e-mail transmissions; inaccessibility of the Web Site in whole or in part for any reason; traffic congestion on the Internet or Web Site; unauthorized human or non-human intervention of the operation of the Promotion, including without limitation, unauthorized tampering, hacking, theft, virus, bugs, worms; or destruction of any aspect of the Promotion, or loss, miscount, misdirection, inaccessibility or unavailability of an Account used in connection with the Promotion. Sponsor and its Administrators are not responsible for any typographical or printing errors in the Official Rules, or any inaccurate or incorrect data contained on the Web Site, including without limitation, the number of referral Bonus(es) accumulated in any particular Account, or any personal injury or property damage or losses of any kind which may be sustained to user's or any other person's computer equipment resulting from online redemption or participation in the Promotion, or use of or download of any information from the Web Site. Use of Web Site is at user's own risk. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE WEB SITE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Sponsor and its Administrators make no representations or warranties of any kind concerning the appearance, safety or performance of any movie admission. Once bonus is sent, recipient bears all risk of loss or damage to referral bonus. All Promotion participants, on behalf of themselves, their executors, heirs and assigns, by acceptance of any bonus received under this Promotion, agree to release Sponsor and its Administrators from any and all liability, claims or actions of any kind whatsoever for injuries, damages or losses of any kind to persons or property which may be sustained in connection with the conduct, promotion, receipt, ownership or use of any such movie admission or while preparing for, participating in or traveling to and/or from any theater in connection with the Promotion or otherwise. Under no circumstances will Sponsor and its Administrators be liable for punitive, incidental, consequential, or any other damages.

8.PROMOTION MODIFICATION.

Sponsor reserves the right, at its sole discretion, to modify, cancel, suspend and/or terminate this Promotion in whole or in part at any time during the Promotion Period for any reason whatsoever, including without limitation, in the event that the Promotion is not capable of running as planned or as intended by these Official Rules. In the event of Promotion cancellation, all Accounts and any bonus fees contained in such Accounts will be deemed expired and void and will be ineligible for redemption, and neither PayLoadz, Inc nor Sponsor and its Administrators shall have any further liability with respect thereto.

Sponsor may modify and amend these Official Rules as they appear online from time to time during the Promotion for clarification purposes without materially affecting the terms and conditions of the Promotion. Sponsor is not responsible for any typographical errors in the Official Rules, Web Site pages or other promotional materials.

9.CONDITIONS OF PARTICIPATION.

All participants agree to be bound by these Official Rules and the decisions of Sponsor and its Administrators whose decisions in all aspects of this Promotion shall be final and binding. This Promotion is governed by laws of the State of New York and all Promotion participants hereby submit to the jurisdiction and venue of New York, NY for resolution of all claims and disputes. All Promotion-related activity at the Web Site is governed by the PayLoadz Terms of Service, located at http://payloadz.com/terms.asp, the PayLoadz Privacy Policy, located at http://payloadz.com/privacy.asp, and these Official Rules, and by participating in this Promotion, all participants agree to the terms of the foregoing. Sponsor reserves the right to restrict an individual from registering and participating in the Promotion and/or may cancel, suspend or block any Account registered by such person, if Sponsor deems or suspects that such person has engaged in or has attempted to engage in any of the following: (a) acting in violation of these Official Rules or the terms and conditions of the Web Site; or (b) damaging, tampering with or corrupting the operation of the Promotion; or (c) use of any automated bot, script or other robotic, mechanical, programmed or automated devices to submit data to the Web Site; or (d) repeated attempts to enter invalid data in one or more Accounts, as determined by Sponsor; or (e) any unsportsmanlike, inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity or any activity deemed in Sponsor's sole discretion, to be in violation of these Rules or generally inconsistent with the intended operation of the Promotion. CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE OR CORRUPT ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE SPONSOR RESERVES THE RIGHT TO PROSECUTE AND SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW.

10.PAYLOADZ ACCOUNT HOLDER IDENTITY.

Each valid bonus referral made will be associated with the Account of the holder of the PayLoadz ID user at the time of referral award. In the event of dispute regarding the identity of the holder of the PayLoadz ID, dispute will be resolved in favor of the individual who is both the authorized holder of the PayLoadz ID and password associated with the Account (based upon information submitted at the time the Account was created or updated upon registration for this Promotion) and, if available, the "authorized e-mail account holder" of the "alternate e-mail address" provided when the PayLoadz ID was created. "Authorized email account holder" is defined as the natural person assigned an e-mail address by an Internet access provider, online service provider, or other organization (i.e., business, education institution) responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. If there is a discrepancy between the name of the person listed as the "authorized holder of the PayLoadz ID" and the "authorized e-mail account holder" of the alternate e-mail address provided when the PayLoadz ID was created, that PayLoadz ID will be disqualified.

11.SPONSOR. PayLoadz Inc, 3 Richards Rdg, Newtown Square, PA 19073

PayLoadz, PayLoadz, Inc., and PayLoadz.com are trademarks of PayLoadz, Inc.