PLEASE NOTE: If you are a resident of Arizona, Arkansas, Colorado, Connecticut, Delaware, Florida, Illinois, Iowa, Louisiana, Maryland, Montana, New Jersey, South Dakota, Tennessee, Vermont, you are welcome to participate in the game, but you will not be eligible to win a prize.

Introduction. The Company hosts, operates and maintains an interactive game on the Internet that captures the excitement of racing, called "Runnin' 3 Wide" ("Contest") located at http://fantasygames.sandboxplus.com/2005/splash/fantasy_nascar/runnin3wide.asp

Object of the game. Participants get to choose a Runnin' 3 Wide driving team consisting of six professional racing drivers each week, within the constraints of the salary cap. Every week you will receive fantasy points for your drivers' performances in actual pro races. The total of all six drivers' fantasy points will be your team's points for that week. All weekly scores will be added together for your final score. Your goal is to earn as many fantasy points as you can over the course of the regular season, starting February 19, 2006 and ending on November 19, 2006. There are two limitations on driver selection. First, participants can only select drivers that are on Runnin' 3 Wide Driver Roster (the "Roster"). Not every professional Racing driver will be listed on the Roster, and some drivers may be added during the Contest period. Second, each participant has 50,000,000 Runnin' 3 Wide dollars to use initially to purchase drivers.

Points System. The Contest scores all picks exclusively on the basis of the Runnin' 3 Wide Points System (the "RWPS"), and there is no subjective evaluation regarding the worth or value of any game. Each driver on a participant's team will generate points for the participant in the Runnin' 3 Wide Point System. The RWPS calculates a score by giving points equal to the value assigned to the game by the participant. The Points are then totaled to generate a participant's Total Score ("TS"). A participant's TS is the basic number that SandboxPlus.com uses to rank all participants in the game.

Salary Cap. The basic strategy is to pick Players to form a Team that scores the most Fantasy Points (FP), based on the scoring system described below under “Scoring”. Entrants must pick players at every slot. Players selected by entrants earn FP based on the actual statistics of such Players throughout the Game Period. See “Scoring” for further details. Like a stock market, the value of Players fluctuates based on supply and demand for such Players. Real-life performance of Players does not have a direct effect on the value of the Players, although it may have an effect on the decision of Game entrants to buy or sell the Players. The change in a Player’s value is based solely on the number of purchases and sales of the Player by Game entrants. Entrants can earn Runnin' Three Wide Dollars (RTWD) by buying and selling Players (“Trades”). Buying Players low and selling high will increase the RTWD the entrant has to acquire other Players. For example, if you buy a player for 5 million RTWD (that amount is taken from your Cash Left), and sell that player for 10 million RTWD, you've then made 5 million extra RTWD to buy players with.

Line-up Changes. Entrants can make unlimited buys of Players before the first roster freeze at 11:30AM (Eastern Standard Time) on February 19, 2006 (the “Initial Freeze”). After the Initial Freeze, entrants have until the start of that weekend's race to make Trades to be effective for that weekend's race. The Trade window is closed down, meaning Trades cannot be made once that deadline has passed, and it will re-open at 1:00PM (Easter Time) on the Tuesday after each weekend. After the Initial Freeze, entrants are limited to THREE (3) trades per week.

Scoring.

Players are awarded points during the time that they are on your team, according to the following scoring grid:

Finish Position Points 1 + 180 pts. 22 + 97 pts. 2 + 170 pts. 23 + 94 pts. 3 + 165 pts. 24 + 91 pts. 4 + 160 pts. 25 + 88 pts. 5 + 155 pts. 26 + 85 pts. 6 + 150 pts. 27 + 82 pts. 7 + 146 pts. 28 + 79 pts. 8 + 142 pts. 29 + 76 pts. 9 + 138 pts. 30 + 73 pts. 10 + 134 pts. 31 + 70 pts. 11 + 130 pts. 32 + 67 pts. 12 + 127 pts. 33 + 64 pts. 13 + 124 pts. 34 + 61 pts. 14 + 121 pts. 35 + 58 pts. 15 + 118 pts. 36 + 55 pts. 16 + 115 pts. 37 + 52 pts. 17 + 112 pts. 38 + 49 pts. 18 + 109 pts. 39 + 46 pts. 19 + 106 pts. 40 + 43 pts. 20 + 103 pts. 41 + 40 pts. 21 + 100 pts. 42 + 37 pts. 43 + 34 pts.

Bonus Points Lap Led + 5 pts. Most Laps Led + 5 pts. Car Position + (Starting Qualifying Pos.- Finishing Pos.) pts. Race Completion + 5 pts.

Timing. The Runnin' 3 Wide Contest runs from February 19, 2006 through November 19, 2006 (the "Contest Period"). Participants can enter the Runnin' 3 Wide Contest at any time from February 19, 2006 to November 19, 2006. A participant's Runnin' 3 Wide selections start to accrue points toward all Runnin' 3 Wide Contest prizes on the date of the game (February 19, 2006). Entries made before the start of the game on February 19, 2006 will be effective for the Contest Period. A participant can enter the Runnin' 3 Wide Contest only once, but is entitled to change selections throughout the Contest Period until the scheduled kick-off of the race on February 19, 2006. Selection changes to the Runnin' 3 Wide Contest are not effective if they are made later than the scheduled kick-off of the game on February 19, 2006 during the Contest Period.

PRIZE DESCRIPTION AND IDENTITY OF WINNERS. Cash prizes will be awarded at the end of the Contest. Prizes will be awarded on the basis of a participant's TS. At the end of the Contest Period, each participant's TS will be individually aggregated and the following prizes will be awarded to the participants with the top 10 TS in the scoring system:

• 1st place: $500.00
• 2nd place: $250.00
• 3rd place: $100.00
• 4th - 10th place: Sandbox Sweatshirts

If more than one participant has the same final score, a winner will be determined at random.

Estimated total retail value for all merchandise prizes is $1,200. Prizes are not transferable or assignable. Taxes on prizes are solely the responsibility of the winner. Odds of winning depend on entrant's ability to choose the winners from each game throughout the Contest, and on the total number of eligible entries received by the Company.

On or about December 5, 2006, the top 10 winners (the "Prize Winners") will be notified by e-mail or at such other address listed in the entry. Prize Winners will have up to ten (10) days from the date of attempted notification to respond to the notification. The Company is not responsible for and shall not be liable for late, lost, misdirected, or unsuccessful efforts to notify Prize Winners.

Unless prohibited by law, all Prize Winners will be required to complete and return an affidavit of eligibility and a publicity/liability release within ten (10) days of responding to the notification. If a selected winner cannot be contacted, is ineligible, fails to claim a prize, or fails to return a completed and executed affidavit and release as required, an alternate winner will be selected. Winners consent to the use of their name and likeness for publicity and commercial purposes without further compensation unless prohibited by law.

Contest Entry. To enter, participants may either (i.) use their existing SandboxPlus username and password, (ii.) complete the online registration at the SandboxPlus.com website or (iii.) send your entry in a self-addressed stamped envelope to: SandboxPlus.com - Runnin' 3 Wide Entry Form, 247 Route 100 – Ste. 2004, Somers, NY 10589. Only ONE (1) Runnin' 3 Wide entry is allowed per person. Any entry that fails to provide all required information will be disqualified. No group entries. The Company assumes no responsibility for incomplete, late, lost or misdirected entries, or entries received through impermissible or illegitimate channels; for failed, partial or garbled computer transmissions, or for technical failures of any kind.

Entry restrictions: ONE (1) entry per person. Entrants may not enter using multiple e-mail addresses or as multiple entrants. Any entrant who attempts to enter with multiple e-mail addresses or under multiple identities, or uses any other device to enter multiple times will be disqualified.

Who won and official rules: To find all the winners of the Contest, either visit www.Sandbox.com, or send your request in a self-addressed stamped envelope to: SandboxPlus.com - Runnin' 3 Wide Contest Winner, 247 Route 100 – Ste. 2004, Somers, NY 10589.  Requests must be received by December 23, 2006. Residents of VT and WA may omit return postage.

ELIGIBILITY REQUIREMENTS FOR ENTERING CONTEST. The Game is open to all residents of the fifty United States and the District of Columbia, and to all residents of Canada (excluding residents of Quebec) who are 18 years of age or older (or the age of majority in their state or province) at time of entry. PLEASE NOTE: If you are a resident of Arizona, Arkansas, Colorado, Connecticut, Delaware, Florida, Illinois, Iowa, Louisiana, Maryland, Montana, New Jersey, South Dakota, Tennessee, Vermont, you are welcome to participate in the game, but you will not be eligible to win a prize. Void where prohibited by law. Employees of the Company, Co-Sponsors or of such entities' affiliates, subsidiaries, dealers or retailers, advertising or promotion agencies are not eligible, nor are members of such employee's families or households.

USE OF DATA. The Company and AllStarStats, Inc. will be collecting personal data about participants when they enter the Contest. The Company does not guarantee the safety of the information sent by the users and all information is sent at the user's own risk. The Company may disclose the participant's personal information only in the following instances: (i) when required by law; (ii) to protect their rights or property; (iii) when the information is to be shared, in general terms, with the title advertisers and partners; and (iv) in any manner consistent with The Company's statement on privacy located at http://www.sandboxplus.com/privacypolicy.html.

GENERAL CONDITIONS. NO PURCHASE NECESSARY. By entering, participants agree to be bound by these complete Official Rules and the decisions of The Company, which shall be final. The Company and the Co-Sponsors will have the right to modify these rules in its sole discretion for clarification purposes without materially affecting the terms and conditions of the contest. All federal, state, and local laws apply.

The Company and its employees, officers, directors, shareholders, agents, and their respective parent companies, affiliates, subsidiaries, and advertising, promotion and legal advisors are not responsible for and shall not be liable for: (i) late, lost, delayed, damaged, misdirected, incomplete, illegible, or unintelligible entries; (ii) telephone, electronic, hardware, or software program, network, Internet, or computer malfunctions, failures, or difficulties; (iii) errors in transmission; (iv) any condition caused by events beyond the control of The Company that may cause either contest to be disrupted or corrupted; (v) any injuries, losses, or damages of any kind caused by a prize or resulting from acceptance, possession, use, or misuse of a prize, or from participation in either contest; or (vi) any printing or typographical errors in any materials associated with the Runnin' 3 Wide Contest.

The Company reserves the right, in its sole discretion, to cancel or suspend the Contest should virus, bugs, unauthorized human intervention, or other causes beyond the control of The Company, in its sole opinion, corrupt the administration, security, fairness, integrity, or proper operation of the Runnin' 3 Wide Contest. In the event of cancellation, Co-Sponsors and The Company may elect to award all cash prizes to winners randomly drawn from among all participants who had entered the Runnin' 3 Wide Contest at the time of such cancellation.

The Company may prohibit any entrant or potential entrant from participating in the Runnin' 3 Wide Contest, if at the sole discretion of The Company, such person shows a disregard for the Runnin' 3 Wide Contest Official Rules, or acts (1) in an unsportsmanlike manner; (2) with an intent to annoy, abuse, threaten, or harass any other entrant, SandboxPlus.com, or its agents or representatives; or (3) in any other disruptive manner.

All entries will be deemed to have been submitted by the authorized account holder of the e-mail address submitted at the time of entry. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address.

Participant agrees that: (1) any and all disputes, claims, and causes of action arising out of or connected with the Runnin' 3 Wide Contest, or any prizes awarded, other than the administration of the Runnin' 3 Wide Contest or the determination of winners shall be resolved individually, without resort to any form of class action, and exclusively by arbitration under the Commercial Arbitration Rules (February, 1999) of the American Arbitration Association in Washington, D.C; (2) The participant acknowledge that the Company is an Incorporated Company and the management, directors and officers of the Company are acting on behalf of the Company, and any and all legal action related to this agreement must be brought against the company and not an officer, manager or director of the company (3) any and all claims, judgments and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering the Runnin' 3 Wide Contest but in no event attorneys' fees; and (4) under no circumstances will entrant be permitted to obtain awards for and entrant hereby waives all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the participant and Co-Sponsors or The Company in connection with the Runnin' 3 Wide Contest, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without giving effect to any choice of law or conflict of law rules of provisions (whether of the Commonwealth of Virginia, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia. All federal, state and local laws apply.

NON-AFFILIATION The Runnin' 3 Wide Contest is not in any way affiliated with, or endorsed by, NASCAR or its institutions.

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