BID HUNTER OFFICIAL RULES

NO PURCHASE OR CELL PHONE NECESSARY TO PLAY, ENTER OR WIN. A PURCHASE OR CELL PHONE TEXT DOES NOT IMPROVE YOUR CHANCES OF WINNING.

SPONSOR

Flycell, Inc., 120 Broadway, NYC, NY 10271

HOW IT WORKS

Bid Hunter ("Game(s)") allows players ("Entrant(s)") to guess a number corresponding to a Game Prize by submitting a number ("Guess" or "Entry") which has to be the lowest unique number received during a time period disclosed on the Game website for guessing the number ("Game Entry Periods") to be associated with any particular item featured which will be the prize awarded in that particular Game (the "Game Prize"). The individual submitting a Guess ("Entrant(s)") that properly enters the unique lowest guess ("Unique Lowest Guess") during the Game Entry Period for the associated item will win that item as the Game Prize. The Unique Lowest Guess will be the lowest number submitted for the Game Prize during the Game Entry Period that is not selected by another Entrant playing that Game. For example, the Unique Lowest Guess will be determined as follows: In the following scenario Guess 1: 3; Guess 2: 42; Guess 3: 3; Guess 4: 41; Guess 5: 6; Guess 6: 42; Guess 7, 11; Guess 8: 41, then Guess 5 would be the Unique Lowest Guess and the Entrant who submitted that Unique Lowest Guess will be the Winner of the Game Prize associated with that Entry/Guess. "0" is not a valid guess; only whole numbers will be accepted. Once a Guess is submitted it cannot be changed, altered, modified, withdrawn or retrieved although Entrants cannot eliminate a Guess by entering with a duplicate Guess and any second identical number submitted as a Guess by the same Entrant/email address will be voided. Limit of 30 Guesses per Day for all Games available on any given Day, or as stated for a particular Game, regardless of the method of entry. In addition, all Entries received during the Game Period will be eligible to play the Grand Game. The Games and the Grand Game will be sometimes referred to collectively as the ("Games"). By participating in the Games, each Entrant unconditionally accepts these Official Rules and the decisions of the Sponsor, which are final and binding in all aspects of the Games.

ELIGIBILITY

Participation is open to individual legal residents of the 50 United States (excluding the states listed below) and the District of Columbia ("United States") who are at least 18 and who have reached the age of majority in their primary state of residence and who are either (i) registered account holders with a participating wireless carrier of a wireless telephone with short message service ("SMS"), or (ii) have access to the world wide web/internet and have a valid cell phone number as of the commencement of the Game. Residents of Georgia, Louisiana, Minnesota, North Dakota and Tennessee and persons whose cell phone numbers contain an area code assigned to any of those states are not eligible and may not participate in the Games. Void in Georgia, Louisiana, Minnesota, North Dakota and Tennessee and outside of the United States and where otherwise prohibited by law. Employees, officers & directors of Sponsor and other entities responsible for the development, promotion, distribution and implementation of the Games ("Participating Entities"), and the immediate family members (parents, siblings, children and spouse), regardless of where they live, and/or persons living in the same household (whether related or not), of such employees, are ineligible. Participation via SMS Entry as a Bid Hunter Pro Subscriber or on-line via the Game Website will have no effect on your ability to participate in the Games or the odds of winning a Game.

GAME PERIOD

The Game begins on 9/15/09 at 12:00:01 AM Eastern Standard Time ("ET"), and ends on 12/15/09 at 11: 59:59 PM ET ("Game Period"). During the Game Period, there may be individual Games added to the Game Website on any given day, details of which will be on the Game Website, which will include the Game Prize for each Game and the Game Entry Period which is the time allowed in which to submit a Guess for that particular Game. The Sponsor's computer is the official time keeping device for the Game, including, without limitation, the Game Entry Periods.

HOW TO PLAY THE GAME

Guesses may only be made in whole numbers. All Guesses received by Sponsor during the Game Entry Period will have a chance to be the Unique Lowest Guess for that Game.

REGISTRATION

If you are a Bid Hunter Pro Subscriber (details below) Entrants can place a Guess by text message ("SMS Entry") without registering at the Game Website and creating a Bid Hunter profile (collectively, "Register" or "Registration"). However, Registration is required to (1) enter online (2) claim a Game Prize, and (3) establish and access a Promotion Account. To register go to www.flycell.com ("Game Website") and follow the online instructions which will include your creating a -Bid Hunter Profile, including, your name, address, gender, date of birth, cell phone number and/or email address which will enable you to participate in the Games online. Unless subsequently changed, your registered cell phone number and email address will be the only cell phone number and email address from which you can participate in the Games. Should you change your cell phone number or email address at any time, you must notify Sponsor of the change by following the directions on the Game Website. If you enter by SMS text messaging, your cell phone number and wireless service provider/carrier (if applicable) will be automatically captured in the Game's database and your participation by SMS Entry will be limited to that phone number unless you notify Sponsor of a change. To notify Sponsor of a change in your phone number, please go to the Game Website or contact customer service at 1-800-580-0017.

HINTS: TIPS, HINTS AND OTHER NOTICES

Each Guess will receive a response regarding the status of the Guess in the Game (either by text message for Entrant's who enter by SMS Entry or available at the Game Website in an Entrant's Promotion Account for Entrant's who enter online. Entrants who enter online may opt in to receive an email response. If the status of a Guess changes at any time a new message will be sent. In addition, Sponsor may provide tips or hints to give Entrants an idea where the Guesses stand to enable Entrants to determine where a Guess stands in relation to other Guesses. Sponsor may provide Entrants notices about the timing of the Game(s) or other information it deems appropriate or helpful. Entrants may opt out or opt in of receiving such notices through their Promotion Account. Bid Hunter Pro Subscribers can opt into receiving such notices via text messaging. Online Entrants can go the Game Website and log into their Promotion Account for the information. If an Entrant submits a Guess through a wireless phone number, any such response or other notices will be sent via SMS to their wireless phone unless the Entrant has opted out of receiving such notices by sending an SMS message "STOP" to 69999 from the wireless phone where the Guess was entered.

HOW TO ENTER

There are two methods of entry available to submit a Guess and by doing so enter to win in a Game although only one Promotion Account can be used for both methods of entry.

Method #1 SMS Entry

If you are a Bid Hunter Pro Subscriber you may participate in the Game via text message ("SMS Entry") by submitting an SMS Entry during the Game Entry Period by sending a text message from your wireless phone with your Guess to 69999. To place a Guess, first, go to main menu select "Messages", then select "Text Messages" and then select Create/New Message. Text the designated keyword provided by Sponsor ("Game Prize Keyword") for a specific Game Prize (e.g., "25K" for the $25,000 Game Prize or "iPhone" for the iPhone Game Prize) and your Guess for that Game Prize to the short code 69999. Guesses must be made in whole numbers. For example if the Guess is 33, and the Game Prize Keyword is "iphone" text "iphone 33". Carrier-specific charges for text messages may apply, depending on your individual wireless pricing plan, in accordance with your wireless customer agreement. To participate using text messaging, your mobile phone must be capable of sending and receiving text messages. You may incur text messaging charges in connection with attempted Guesses, Promotion messages, and corresponding error messages or other messages even if the Guesses or messages do not go through and are not received by the recipient for any reason whatsoever, which charges may be in addition to the monthly subscription fee. Entrants are responsible for all applicable fees and taxes associated with participation in the Games. Cell phone or text message service may not be available in all areas. While text message participation is designed to work with most major wireless carriers, Sponsor cannot guarantee that any particular wireless service will be compatible with this Game. Only customers of US carriers: ATT, Sprint, Nextel, Boost, Alltel may enter with SMS. Sponsor in its sole discretion may add or delete a wireless carrier at any time, and add or delete any of the short codes set forth in these Official Rules at any time without notice.

Bid Hunter Pro Subscribers

To enroll as a Bid Hunter Pro subscriber go to www.Flycell.com As a Bid Hunter Pro Subscriber you are eligible to receive (i) hints sent directly to your mobile phone or email address; and (ii) unlimited text alert services, like Daily Horoscope and Joke of the Day and other possible content; Bid Hunter Pro subscribers may occasionally also receive a text message advising of available Games and Game Prizes along with the Keyword and short code for that Game Prize. To receive a list of the next Game Prizes available, text HUNT to the short code. If a Bid Hunter Pro subscriber chooses to cancel their subscription during the Game Entry Period it will not affect his/her ability to redeem a Game Prize or to play for free on the Game Website via Method #2 described below. Participating as a Bid Hunter Pro or Bid Hunter Lite Subscriber on the Game Website will have no effect on an Entrant's ability to play, enter or win.

Method #2 Online Entry

To play online for free and without enrolling as a Bid Hunter Pro Subscriber, you must first Register at the Game Website to play and submit Guesses in any Game. You will receive an email advising you of available Games and Game Prizes along with the Keyword and short code for that Game Prize.

The following applies to both methods of entry. Each Entrant may place a maximum of 30 Guesses each Day of the Game Period for all Games currently available through any method of Entry. A "Day" begins at 12:00:01 AM EST and ends the following 11:59:59 PM EST. All Entries become the sole and exclusive property of Sponsor and will not be verified or returned and proof of submission will not be deemed to be proof of receipt by Sponsor. Sponsor is not responsible for lost, late, illegible, incomplete, invalid, unintelligible, misdirected, technically corrupted or garbled Guesses, which will be disqualified, or for problems of any kind, whether mechanical, human or electronic. Each Guess must be manually key-stroked by the Entrant submitting the Guess. Any use of robotic, automatic, macro, programmed, third party, bot or Guess or Point accrual by such method and any Entrant using any such method will be disqualified.

HOW TO WIN

During the Game Period, various Game Prizes will be available to win in individual Games. The Game Prize(s) available for the Game(s), including a Game Prize description and any terms or restrictions on the Game Prize, will be posted on the Game Website together with the Game Entry Period (the day and time playing will begin and end for that Game). The Entrant who has submitted the Lowest Unique Guess which has been received and recorded by the Sponsor's computer by the close of Game Entry Period will be deemed the winner, subject to verification of eligibility and compliance with the Official Rules ("winner"). The potential winner will be notified by SMS, email or telephone call, and the winner will have 7 days to respond and verify his or her address, or the Game Prize will be forfeited. In the event (i) there is no Unique Lowest Guess for a particular Game, (ii) a potential winner decides not to accept the Game Prize, (iii) a Prize Notification or Game Prize comes back as undeliverable (as set forth in notification procedures below), (iv) a potential winner is deemed ineligible for any reason, the corresponding Game Prize will be re-introduced as a new Game Prize during the Game Period as time allows in Sponsor's sole discretion, or will be available as an additional prize ("Forfeited Prize") in the Bid Hunter Final Giveaway. Confirmation of the identity of the winner shall be undertaken by Sponsor, by whatever means. Sponsor will deem appropriate. Odds of winning each Game Prize depends on the number of eligible Guesses and Unique Guesses received in each Game.

Bid Hunter Final Giveaway: At the end of the Game Period there will be a Grand Prize Drawing conducted on or about 9/22/09 by a representative from Flycell to select a winner from among all Entries received during the Game Period. A prize of ten (10) CDs (Approximate Retail Value ("ARV"): $100.00) will be awarded to the Bid Hunter Final Giveaway winner. In addition, winners will be selected in that drawing, if necessary, to award any Forfeited Prizes available. Odds of winning a prize in the Bid Hunter Final Giveaway depends on the number of eligible Entries received during the Game Period and the number of Forfeited Prizes that are available.

GAME PRIZES

Sponsor reserves the right to add, delete or modify the Game Prizes for prizes of equal or greater value in its discretion. Total ARV of all Prizes awarded during the Game Period is $35,666. No cash or other substitution, assignment or transfer of Prizes permitted, except by Sponsor, who reserves the right to substitute a Prize with another of comparable or greater value. Winners are solely responsible for all taxes and fees associated with Prize receipt and/or use, and Prizes will only be shipped within the 50 United States and the District of Columbia.

PRIZE NOTIFICATION PROCEDURES:

All potential winners will be notified by either SMS, email or telephone call ("Prize Notification"), and the winner will have 7 days to respond to verify his/her address or the Game Prize will be forfeited. In order to receive a Prize with an ARV of over $600 potential winners will also be required to execute and return an Affidavit of Eligibility/Liability/Publicity Release within seven (7) business days after its mailing (which will be sent by overnight mail). A potential winner's failure to provide additional information upon request as required by Sponsor in order to verify compliance with the Official Rules will result in disqualification. Once required paperwork, if any, is received, the Prize will be shipped to winner within 60 days. In the event a Prize Notification or Prize comes back as undeliverable, the potential winner will be deemed to have forfeited that Prize. All federal, state, and local taxes are the sole responsibility of winner, and the winner will receive an IRS Form 1099 for the value of the Prize if the Prize is valued at $600 or more. PARTICIPATING ENTITIES HAVE NOT MADE, DO NOT MAKE, NOR ARE IN ANY MANNER RESPONSIBLE FOR ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, RELATIVE TO ANY PRIZE INCLUDING BUT NOT LIMITED TO ITS QUALITY; AND ANY WARRANTY, REPRESENTATION OR GUARANTEE FOR ANY PRIZE SHALL ONLY BE THAT WRITTEN LIMITED WARRANTY, REPRESENTATION OR GUARANTEE, IF ANY, PROVIDED BY THE PRIZE'S MANUFACTURER OR PROVIDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PRIZE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND BY SPONSOR, EITHER EXPRESS OR IMPLIED, AND PARTICIPATING ENTITIES HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.

GENERAL CONDITIONS

Participation in a Game and acceptance of a Prize constitutes the winner's permission for Sponsor to use his/her name, address (city and state), likeness, photograph, picture, portrait, voice, biographical information and/or any statements made by any winner regarding the Game or Sponsor for advertising and promotional purposes without notice or additional compensation, in any media now known or hereafter developed (including posting winner's name - initial of first name, and last name - on the Internet), except where prohibited by law. In case of dispute as to the identity of any Entrant, Entry will be declared made by the authorized account holder of the wireless phone or residential telephone which is used to submit a Guess at the time of entry. Sponsor may ask any winner to provide Sponsor with proof that such party is the authorized account holder of the email account, wireless phone associated with the Unique Lowest Guess. "Authorized account holder" is defined as the natural person who is assigned to an email address or telephone number by a telephone company, wireless service provider, Internet access provider, Internet service provider or other organization (e.g. business, educational, institution, etc.) that is responsible for assigning email accounts or wireless phone numbers for the applicable account. Various activities, as solely determined by Sponsor, may require the use of your password and username. If at any time you forget your password and/or username, you may gain access to either by clicking on the "Forgot Your Password" link on the Game Website. Follow the on-screen instructions and your password and/or username will be emailed or sent by text message to you. You are solely responsible for the security of your password and username. You should take precautions to keep them private to prevent unauthorized use. Neither Sponsor, nor any other person or entity will be responsible for any losses, damages or consequences you may suffer due to careless or unauthorized use of a password and/or username. There is a limit of one password and username per person, mobile phone number and email account. If you are participating both by text message and at the Game Website the same password and username must be used for both methods of participation. Should any user attempt to use more than one password and/or username, s/he will be disqualified. Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify, extend or suspend any Game should (in its sole discretion) any virus, bugs, non-authorized human intervention, fraud or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Game. In such case, Sponsor will randomly select the winner from all eligible Guesses or Entries received prior to and/or after any action taken by Sponsor. Sponsor reserves the right to suspend, modify, alter or terminate the Game if any federal or state law, rule or regulation, or any judicial decision or Attorney General Opinion, or any change in the current enforcement policy affects the legality of the Game, in whole or in part, as determined by Sponsor. Sponsor reserves the right, at 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 Game. Sponsor may void an Entrant's Guess (and without a refund if the Entrant is a Bid Hunter Pro Subscriber) and prohibit an

Entrant from participating in a Game (and future Games), or winning any Prize if, in its sole discretion, it determines that said Entrant is attempting to undermine the legitimate operation of any Game by cheating, hacking, deception, or other unfair playing practices (including but not limited to the use of automated entry programs, the use of automated entry devices, submitting Guesses through the use of multiple phone or email accounts owned by the same Entrant or by participating in, or benefiting from, a syndicate, group or block entry process or system), or intending to annoy, abuse, threaten or harass any other Entrants, Sponsor, or Sponsor's representatives. Any Entrant found to be violating these Official Rules may be prohibited from participating in current and future Games, in Sponsor's sole and absolute discretion.

DISCLAIMERS AND INDEMNITY

By participating, Entrants agree to hold harmless and indemnify Participating Entities against any and all liability, damages or causes of action with respect to or arising out of participation in the Games or the receipt or use any of the Game Prizes awarded. The Games are provided on an "as is" and "as available" basis and no representations or endorsement of any kind are made. All warranties, conditions and guarantees relating to the Games made by or on behalf of the Sponsor whether express or implied by law, course of dealing, statute or otherwise, including but not limited to, implied warranties of fitness for a particular purpose, satisfactory quality, non-infringement, security, accuracy, compatibility, condition or completeness are excluded to the maximum extent permitted by law. Participating Entities are not liable in contract, tort (including, but not limited to negligence) or otherwise in connection with the Games for loss of revenues, contracts, profits, business or anticipated savings or loss of data; or any special or indirect or consequential losses; or any loss of goodwill or reputation. Participating Entities cannot and/or do not guarantee that the Game Website and/or telephone systems will be uninterrupted, timely, secure and / or error-free and the Sponsor may cancel all or any part of a Game at its discretion due to issues that impede the fairness or operation of the Games, in its sole discretion, and in such circumstances, the participants shall have no claim whatsoever against the Participating Entities. In any event, the Participating Entities' liability to any participant shall be limited to a total of $10. The Participating Entities will not be liable and participants hereby release the Participating Entities from any claims arising from: for any damages or losses whether direct or indirect that any participant may suffer as a result of failure by the Sponsor to deliver the Games (whether or not as a result of any technical failure), including but not limited to (i) technical failures of any kind, including but not limited to the malfunctioning of any computer, cable, network, hardware or software; (ii) data non-delivery or miss-delivery; (iii) the unavailability or inaccessibility of any transmissions or telephone or Internet service; (iv) unauthorized human intervention in any part of the registration process or the Game; (v) electronic or human error which may occur in the administration of the Game or the processing of Guesses from Entrants; or (vi) any injury or damage to persons or property, including but not limited to participant's computer, hardware or software, which may be caused, directly or indirectly, in whole or in part, from participation in the Guessing process or the Games, or (vii) any acts of God, war or terrorism, breaches of security or unauthorized use of personal data arising from hacking and / or failure or lack of reception of telephone or mobile networks. The exclusions set out in this paragraph shall apply even in the event that the loss or damage suffered was or should have been foreseen by the Participating Entities and / or that the Participating Entities had notice of the risk, loss or damage in question.

DISPUTES

Participants agree that: (i) any and all disputes, claims and causes of action arising out of or connected with registration, the Games, or any Game Prizes awarded shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the Southern District of New York or the appropriate New York State Court located in New York, New York, U.S.A.; (ii) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with playing the Games but in no event attorneys' fees; and (iii) under no circumstances will any participant be permitted to obtain awards for and participant 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 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 participants and Sponsor in connection with the Games shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A.

WINNERS LIST

For a list of winners and/or a copy of these Official Rules send a self-addressed, stamped envelope to Ventura Associates, Inc., 1040 Avenue of the Americas, New York, N.Y. 10018. Requests for winners must be received within by 60 days of the end date for the Game Period. If requesting Official Rules, mark the envelope with the words "OFFICIAL RULES", and VT residents need not add return postage. The names of winners may also be posted on the Game Website.