Official Rules For "Who Wants To Be A Millionaire"

"Who Wants To Be A Millionaire," the syndicated television quiz show, is an on-air program of thirty (30) minutes in length (subject to change) (the "Syndicated Program"). To qualify to become a contestant on the Syndicated Program individuals must go through an audition process (see Rule 3 below). The dates and locations for auditions will be announced via various means, including, but not limited to, www.millionairetv.com and local media. Individuals must attend an audition session that will be held at designated audition site(s). Individuals must go to the designated audition site at the specified audition time(s) and complete a written test within the specified time limit. Individuals who do not receive a passing score (to be determined in the sole discretion of Valleycrest Productions Ltd. (the "Game Sponsor")) will be eliminated from the audition. Individuals who do receive a passing score will continue with an audition interview. Game Sponsor, in its sole discretion, will determine which people have passed the audition interview. Those people will be put into a pool along with all other individuals who have received a passing score on the written test and who have passed the audition interview, for possible selection as a Contestant (defined below) for the Syndicated Program ("Contestant Pool"). For each episode of the Syndicated Program, the Game Sponsor, in its sole discretion, will select Contestants from the Contestant Pool to appear as Contestants who will play the game on the Syndicated Program in which they can win up to One Million Dollars ($1,000,000) by correctly answering up to fifteen (15) multiple-choice questions of increasing difficulty ("Game").

Eligibility:

Contestants must be residents of the fifty (50) United States or District of Columbia, and Contestants must be eighteen (18) years of age or older.

Employees, their immediate family members (spouse, mother, father, daughter, son, sister, brother and their spouses), and those living in the same household, of The Walt Disney Company, Diplomatic, Embassy Row, Capital One Services, Inc., America Online, Inc., all "Who Wants To Be A Millionaire" production personnel, advertising agencies or any person or entity connected with the production, administration or judging of this Syndicated Program or Network Program (defined below), or any of their respective parent companies (except with respect to America Online, Inc.), affiliates, subsidiaries, agents or representatives are not eligible. Employees, their immediate family members (spouse, mother, father, daughter, son, sister, brother and their spouses) and those living in the same household, of television stations broadcasting the Syndicated Program, are not eligible. In addition, any individuals acquainted with any persons who are or have been connected with the production, administration or judging of the Syndicated Program or the Network Program are not eligible, if in the Game Sponsor's sole discretion, the individual's participation could create the appearance of impropriety.

Any individual who will be a legally qualified candidate for any type of political office at the time that the episode of the Syndicated Program that he/she tapes is broadcast is not eligible.

Any Potential Contestant (as defined below) who has appeared on any television game show, excluding cable game shows, that (i) had its first original broadcast within one (1) year prior to the date of the qualifying phone call (see Rule 3.C., below) or (ii) is intended to have its first original broadcast within one (1) year following the qualifying phone call, is not eligible (subject to rule 2.F. below).

Any Potential Contestant must be available to travel to New York City, at their own expense, and provide their own accommodations and transportation in New York City for the duration of their appearance on the Syndicated Program. Contestants are solely responsible for expenses incurred in connection with their appearance on the Syndicated Program and the Game Sponsor will not reimburse any Contestant for such expenses.

Contestants from the Network Program:

All individuals who appeared on the ABC Television network version of "Who Wants To Be A Millionaire" (including, without limitation, the "Super Millionaire" edition) hosted by Regis Philbin ("Network Program") but only played the "fastest finger" game and did not earn the opportunity to sit in the hot seat and attempt to answer correctly up to fifteen (15) multiple choice questions of increasing difficulty to win up to either One Million Dollars ($1,000,000) or Ten Million Dollars ($10,000,000), if applicable ("Network Hot Seat") must qualify for the Syndicated Program by going through the Syndicated Program audition process.

All individuals who appeared on the Network Program and played in the Network Hot Seat are ineligible for the Syndicated Program (subject to Paragraph G below).

Contestants who play the Game on the Syndicated Program are not eligible to play the Game again; provided, however, Game Sponsor reserves the right to invite back any Network Hot Seat Contestant(s) from the Network Program or any Contestant(s) who played the Game on the Syndicated Program for specialty episodes of the Syndicated Program at Game Sponsor's sole discretion.

Contestant Qualification:

Audition Qualification:

Regularly Scheduled Auditions:

The dates and times for these auditions to be in New York City are posted at www.millionairetv.com. Individuals interested in appearing on the Syndicated Program ("Contestant Applicants") must go to www.millionairetv.com and fill out an audition registration form. Each person who applies on line will receive a confirming e-mail with the date, time and location of his/her audition. Contestant Applicants must arrive at the designated audition site and follow the instructions provided at the audition site. Admission to the audition session(s) is not guaranteed to everyone who arrives at the audition site. Admission to the audition session(s) is up to the sole discretion of Game Sponsor. Game Sponsor reserves the right to limit the number of times an individual may audition to become a contestant. Before being admitted to an audition session, Contestant Applicants must provide picture identification and proof of age and residency. This information is subject to verification and Contestant Applicants found to have given incorrect or false information will be disqualified. Contestant Applicants must complete a written test within the specified time limit and may take the test only once per audition day. Contestant Applicants who do not receive a passing score (to be determined in the Game Sponsor's sole discretion) will be eliminated from the audition. Contestant Applicants who do receive a passing score will continue with an audition interview. The Game Sponsor, in its sole discretion, will determine which Contestant Applicants have passed the audition interview. Those Contestant Applicants who: a) received a passing score on the written test and; b) received a passing score on the audition interview; will be put into the Contestant Pool ("Potential Contestants"). The Game Sponsor, in its sole discretion, shall determine which Potential Contestants in the Contestant Pool will receive qualifying phone calls to become Contestants on the Syndicated Program (see Rule 3.C., below) at the phone number provided by the individual for this purpose at the audition. Qualifying phone calls cannot be made to pager numbers. Only the Potential Contestants selected from the Contestant Pool by the Game Sponsor will receive the qualifying phone call. Potential Contestants who are available for the qualifying phone call and meet all eligibility requirements will be qualified as Contestants and advance to the Syndicated Program ("Contestants").

Ticket Holder Auditions:

Individuals who attend a taping of the program will have the opportunity to audition to be a contestant on the program. Contestant Applicants must go to www.millionairetv.com and fill out a ticket request form and indicate that they wish to audition. Each person who requests ticket(s) and audition(s) on line will receive their tickets and audition instructions in the mail. Contestant Applicants must arrive at the designated audition site and follow the instructions provided at the audition site. Admission to the audition session(s) is not guaranteed to everyone who arrives at the audition site. Admission to the audition session(s) is up to the sole discretion of Game Sponsor. Game Sponsor reserves the right to limit the number of times an individual may audition to become a contestant. Before being admitted to an audition session, Contestant Applicants must provide picture identification and proof of age and residency. This information is subject to verification and Contestant Applicants found to have given incorrect or false information will be disqualified. Contestant Applicants must complete a written test within the specified time limit and may take the test only once per audition day. Contestant Applicants who do not receive a passing score (to be determined in the Game Sponsor's sole discretion) will be eliminated from the audition. Contestant Applicants who do receive a passing score will continue with an audition interview. The Game Sponsor, in its sole discretion, will determine which Contestant Applicants have passed the audition interview. Those Contestant Applicants who: a) received a passing score on the written test and; b) received a passing score on the audition interview; will be put into the Contestant Pool and become Potential Contestants. The Game Sponsor, in its sole discretion, shall determine which Potential Contestants in the Contestant Pool will receive qualifying phone calls to become Contestants on the Syndicated Program (see Rule 3.C., below) at the phone number provided by the individual for this purpose at the audition. Qualifying phone calls cannot be made to pager numbers. Only the Potential Contestants selected from the Contestant Pool by the Game Sponsor will receive the qualifying phone call. Potential Contestants who are available for the qualifying phone call and meet all eligibility requirements will be qualified as Contestants and advance to the Syndicated Program.

Specially Announced Auditions:

The dates and locations for auditions will be announced via various means, including, but not limited to, www.millionairetv.com and local media. Contestant Applicants must arrive at the designated audition site and follow the instructions provided at the audition site. Admission to the audition session(s) is not guaranteed to everyone who arrives at the audition site. Admission to the audition session(s) is up to the sole discretion of Game Sponsor, however no more than Two Thousand Five Hundred (2,500) Contestant Applicants will be tested per audition day. Game Sponsor reserves the right to limit the number of times an individual may audition to become a contestant. Before being admitted to an audition session, Contestant Applicants may be asked to provide picture identification and proof of age and residency. This information is subject to verification and Contestant Applicants found to have given incorrect or false information will be disqualified. Contestant Applicants must complete a written test within the specified time limit and may take the test only once per audition day. Contestant Applicants who do not receive a passing score (to be determined in the Game Sponsor's sole discretion) will be eliminated from the audition. Contestant Applicants who do receive a passing score will continue with an audition interview. The Game Sponsor, in its sole discretion, will determine which Contestant Applicants have passed the audition interview. Those Contestant Applicants who: a) received a passing score on the written test and; b) received a passing score on the audition interview; will be put into the Contestant Pool as Potential Contestants. The Game Sponsor, in its sole discretion, shall determine which Potential Contestants will receive qualifying phone calls to become Contestants on the Syndicated Program (see Rule 3.C., below) at the phone number provided by the individual for this purpose at the audition. Qualifying phone calls cannot be made to pager numbers. Only the Potential Contestants selected by the Game Sponsor will receive the qualifying phone call. Potential Contestants who are available for the qualifying phone call and meet all eligibility requirements will be qualified as Contestants and advance to the Syndicated Program.

Team Episodes:

When Game Sponsor, in its sole discretion, decides to schedule a specialty episode in which two (2) people will play as a team (i.e. couples, twins), both Contestant Applicants must arrive at the designated audition site and follow the instructions provided at the audition site. Admission to the audition session(s) is not guaranteed to everyone who arrives at the audition site. Admission to the audition session(s) is up to the sole discretion of Game Sponsor. Game Sponsor reserves the right to limit the number of times an individual may audition to become a contestant. Both members of the team must take the test during the same audition session and both members of the team must receive a passing score (to be determined in Game Sponsor's sole discretion). If only one of the Contestant Applicants of the team passes the test, he/she may continue the audition process to qualify for non-specialty episodes of the Syndicated Program as an individual. The team member who does not pass the test is eliminated from the audition. Contestant Applicants who do receive a passing score will both continue with an audition interview. Both members of the team must participate in an audition interview and both members must receive a passing score. The Game Sponsor, in its sole discretion, will determine which teams of Contestant Applicants have passed the audition interview. If only one of the Contestant Applicants of the team passes the audition interview, he/she may continue the audition process to qualify for non-specialty episodes of the Syndicated Program as an individual. The team member who does not pass the audition interview is eliminated from the audition. Those teams of Contestant Applicants whose members: a) both received a passing score on the written test and; b) both received a passing score on the audition interview; will be put into the Contestant Pool as a team of Potential Contestants. The Game Sponsor, in its sole discretion, shall determine which team of Potential Contestants in the Contestant Pool will receive qualifying phone calls to become Contestants on a Special Player Week (defined below) episode of the Syndicated Program (see Rule 3.C., below) at the phone number provided by each team member for this purpose at the audition. Qualifying phone calls cannot be made to pager numbers. Only the teams of Potential Contestants selected from the Contestant Pool by the Game Sponsor will receive the qualifying phone call. Each team member will individually receive the qualifying phone call. Teams of Potential Contestants whose members are both available for the qualifying phone call and both meet all eligibility requirements will be qualified as Contestants and advance to a team episode of Syndicated Program.

Qualifying Call:

For each episode of the Syndicated Program, the Game Sponsor, in its sole discretion, will select individuals from the Contestant Pool to appear as Contestants on the Syndicated Program. Upon selection, a representative of the Syndicated Program will contact the Potential Contestant at the telephone number provided at the audition. If the representative reaches an electronic answering device, professional answering service or another person when the Potential Contestant is not at the number called, the representative will leave a message that an attempt to reach the Potential Contestant has been made and inform the Potential Contestant that he/she must return the call by no later than 5:00PM ET of the next business day. All return calls to the Syndicated Program representatives must be made between 9:00AM ET and 5:00PM ET Monday through Friday, and any return calls that are made outside of these designated hours will not be accepted as valid return calls. If a message is left for the Potential Contestant and the Potential Contestant does not contact the Syndicated Program representative, during the designated hours, by 5:00PM ET of the next business day after original receipt of the call, then the Potential Contestant will be put back into the Contestant Pool and will remain eligible for possible future selection by the Game Sponsor. Another Potential Contestant selected by the Game Sponsor from the Contestant Pool will be contacted. All calls will be recorded for quality control assurance purposes. Failure to allow phone calls to be recorded will result in the Potential Contestant being disqualified and he/she will be removed from the Contestant Pool. Another Potential Contestant selected by the Game Sponsor from the Contestant Pool will be contacted. During the qualifying phone call, Potential Contestants must verify information that they provided during the audition. If the information provided by the Potential Contestant during the qualifying phone call does not match the information previously provided at the audition, then he/she will be disqualified and removed from the Contestant Pool. Another Potential Contestant selected by the Game Sponsor from the Contestant Pool will be contacted. All Potential Contestants must meet the eligibility requirements stated in Rule 2 of these Official Rules. All Potential Contestants who are disqualified as a result of ineligibility will be removed from the Contestant Pool and another Potential Contestant from the Contestant Pool will be contacted. Any Potential Contestant who will be a legally qualified candidate for any type of political office at the time his/her episode of the Syndicated Program is scheduled to broadcast will not be able to complete the qualification call, but he/she will be put back into the Contestant Pool and will remain eligible for possible future selection by the Game Sponsor. Another Potential Contestant selected by the Game Sponsor from the Contestant Pool will be contacted. If a Potential Contestant meets all eligibility requirements, he/she will be qualified as a Contestant and will be given a date to come to New York City to appear on an episode(s) of the Syndicated Program as a Contestant ("Tape Date"). Contestants must be available to travel to New York City for the Tape Date selected by the Game Sponsor and must remain available for tapings for the duration of their appearance on the Syndicated Program. Contestants are solely responsible for making their own arrangements for travel to New York City, and for accommodations and transportation while appearing on the Syndicated Program. The Program Sponsor is not responsible for any expenses incurred by Contestants in connection with their appearance on the Syndicated Program and will not reimburse any Contestant for such expenses. If any Contestant is not available on the Tape Date selected by the Game Sponsor, or is not able to pay for travel to New York City, then the Contestant will be put back into the Contestant Pool and will remain eligible for possible future selection by the Game Sponsor. Another Potential Contestant selected by the Game Sponsor from the Contestant Pool will be contacted. Each Contestant will be asked to verbally agree that if he/she does not arrive at the studio at his/her scheduled arrival time on his/her Tape Date, he/she may be disqualified from the Syndicated Program as a Contestant, at the Game Sponsor's sole discretion. It will be the responsibility of the Contestant to arrange for transportation to the studio on his/her Tape Date. The Contestant will also be asked to verbally agree to abide by the complete official rules of the Syndicated Program, including, but not limited to, the condition that by auditioning for the Syndicated Program the Contestant has already agreed to abide by the complete official rules of the Syndicated Program, including, but not limited to, the condition that all decisions regarding Game play and/or questions rest with the judges whose decision are final. If the Contestant refuses to agree to consent to and, upon arrival in New York City sign the official rules of the Syndicated Program and the required releases, the Contestant will be disqualified and removed from the Contestant Pool. Another Potential Contestant selected by the Game Sponsor from the Contestant Pool will be contacted. The Potential Contestants, who are available for the qualifying phone call, meet all eligibility requirements and all other conditions hereunder will advance to the Syndicated Program as Contestants.

The Syndicated Program:

Standard Game:

All Contestants who are assigned the same Tape Date on their qualifying phone call will travel to New York City, at their own expense, to participate in episode(s) taped on that particular Tape Date. Multiple episodes will be recorded on each Tape Date. The order in which the Contestants will play the Game will be decided through a random selection process, in Game Sponsor's sole discretion. At the completion of the first Contestant's Game play the second Contestant selected, in the above referenced random selection process, will begin Game play and this procedure will continue until all episodes for the given Tape Date are completed. On episodes of the Syndicated Program where a Contestant does not finish Game play when the "times up" buzzer sounds at the end of the episode ("Holdover Contestant"), the Holdover Contestant will complete his/her Game play on the next scheduled episode of a standard Syndicated Program (A "standard" Syndicated Program is a program other than a Special Subject Week episode, Special Player Week episode, or celebrity or other special edition of the Syndicated Program or the Network Program.) Any Contestant who did not play the Game on their scheduled Tape Date will be rescheduled to play on the next scheduled Tape Date for a standard Syndicated Program ("Unplayed Contestant"); provided that Tape Dates for non-specialty episodes of the Syndicated Program still remain in the then current production season.

Specialty Episodes:

Special Subject Weeks:

Game Sponsor reserves the right to have specialty episodes of the Syndicated Program where the subject matter for the Syndicated Program questions, will deal with a particular subject rather than general knowledge. Such episodes will be grouped together and run for up to a week ("Special Subject Week"). Contestants for a Special Subject Week must be specifically qualified for such Special Subject Week using tests and/or requirements to be determined in the Game Sponsor's sole discretion. The first episode of a Special Subject Week will begin with a Special Subject Week Contestant who is scheduled for such episode's Tape Date and is selected first in the random selection process referenced above. The Game Sponsor will determine in its sole discretion whether the last episode of the Special Subject Week must end with a Contestant completing Game Play (by either winning, stopping play or being eliminated) or whether a Special Subject Week Contestant may be held over to complete Game Play on the next scheduled Tape Date. Special Subject Week Contestants who do not have the opportunity to play the Game during the Special Subject Week may be put into the Contestant Pool or may be required to go through the standard audition process, at the Game Sponsor's sole discretion based on the process used to qualify the Contestant for the Special Subject Week. The Game Sponsor reserves the right to have different question structure and/or prize structure or alter the Syndicated Program in other ways for Special Subject Week episodes.

Special Player Weeks:

Game Sponsor reserves the right to have specialty episodes of the Syndicated Program where the Contestants are selected using special criteria to be determined by the Game Sponsor (i.e. teams, celebrities, college students, etc.) Such episodes will be grouped together and run for up to a week ("Special Player Week"). Contestants for a Special Player Week must be specifically qualified for such Special Player Week using tests and/or requirements to be determined in the Game Sponsor's sole discretion. The first episode of a Specific Player Week will begin with a Specific Player Week Contestant who is scheduled for such episode's Tape Date and is selected first in the random selection process referenced above. The Game Sponsor will determine in its sole discretion whether the last episode of the Special Player Week must end with a Contestant completing Game Play (by either winning, stopping play or being eliminated) or whether a Special Player Week Contestant may be held over to complete Game Play on the next scheduled Tape Date. Special Player Week Contestants who do not have the opportunity to play the Game during the Special Player Week may be put into the Contestant Pool or may be required to go through the standard audition process, at the Game Sponsor's sole discretion based on the process used to qualify the Contestant for the Special Player Week. If such Contestants would have played the Game as members of a team during the Special Player Week Episodes they may be placed back into the Contestant Pool in Game Sponsor's sole discretion as either: a) team members; or b) individuals. The Game Sponsor reserves the right to have different question structure (including, but not limited to, changing the subject matter of the questions from general knowledge to specific subject areas) and/or prize structure or alter the Syndicated Program in other ways for Special Player Week episodes.

Game Play:

All Contestants will be asked up to fifteen (15) multiple choice questions designed to be of increasing difficulty. Contestants must choose the most correct answer choice of the four (4) possible answer choices provided. Each question has an assigned dollar value that increases in amount from One Hundred Dollars ($100) to One Million Dollars ($1,000,000) in accordance with the prize table set forth in Rule 6, below. If a Contestant answers all fifteen (15) questions correctly, he/she wins One Million Dollars ($1,000,000). Contestants can stop at any time and collect the winnings already earned. If a Contestant answers a question incorrectly, he/she will be eliminated from the Game and will lose a portion of the winnings earned in accordance with the prize table set forth in Rule 6, below. The question and answer choices will be displayed to the Game Contestant on a monitor and will be read out loud by the host. After the host has read each question and the corresponding answer choices, the Contestant will be given the chance to continue to play or quit and take the winnings earned to that point. If the Contestant elects to continue, the Contestant may proceed by: a) selecting an answer; b) using one (1) or more of the available lifelines described below, or c) changing his/her mind and electing to stop Game play.

There are four (4) lifelines that Contestants can use for assistance during Game play. Contestants can use multiple lifelines to answer any single question; however, each lifeline can only be used once. The four (4) lifelines are:

Fifty-Fifty - The Contestant asks to have the computer eliminate two (2) of the possible answer choices, leaving the Contestant a choice of two (2) answers (one (1) of which is the correct answer) from which to select. The Contestant then has the choice of selecting an answer, quitting the Game or using another lifeline, if available.

Ask the Audience - The Contestant asks (i) the studio audience and, if available, (ii) a select number of instant message registrants (who have previously agreed to receive ask the audience instant messages from a designated instant message service provider) which answer they believe is correct. Members of the studio audience indicate their choices by pressing the key on their keypad corresponding to the correct answer. Instant message registrants indicate their choices by responding to the instant message with an answer selection within an allotted time frame. The Contestant will receive first the results of the studio audience and then, if available, the results of the instant message registrants. In the event that instant message results are not available, Contestant will only receive the studio audience results. The Contestant then has the choice of selecting an answer, quitting the Game or using another lifeline, if available.

Phone-A-Friend - Contestants may call one (1) of up to five (5) pre-arranged friends. Phone-a-friends may not use cellular phones. Individuals participating as phone-a-friends may do so only two (2) times within each broadcast season (to be determined in Game Sponsor's sole discretion) of the Syndicated Program. The Contestant must provide the five (5) friends' names and phone numbers in advance. The Contestant has thirty (30) seconds to read the question, provide the answer choices and attempt to get an answer choice selection from their phone-a-friend. Following completion of the call, the Contestant then has the choice of selecting an answer, quitting the Game or using another lifeline, if available.

Switch the Question - This lifeline becomes available only after the Contestant has correctly answered the $25,000 question. If the Contestant has not indicated final answer on the revealed question, this lifeline entitles the Contestant to switch out the original question revealed at either the $50,000, $100,000, $250,000, $500,000 or $1,000,000 value level (in accordance with the Prize Table set forth in Rule 6) for another randomly selected question of the same value. Once the Contestant elects to use this lifeline the Contestant is locked into the replacement question and cannot return to the original revealed question. Any lifelines used by the Contestant while attempting to answer the original revealed question prior to the question switch will not be reinstated. The Contestant then has the choice of selecting an answer, quitting the Game or using another lifeline, if available.

Contestants in the Game will have the opportunity to change their answers until either a) the Contestant says, unprompted, that the answer given is his/her final answer, or b) the host asks if the answer is the final answer and the Contestant indicates an affirmative response to the host's question (determined in the judge's sole discretion). Once the Contestant has indicated that his/her answer is final either by his/her own statement or by an affirmative response to the host's question, the answer is final and cannot be changed.

Travel:

New York City The Contestants for each Tape Date and specific episode, if applicable, will travel to New York City at their own expense, and provide their own accommodations and transportation for the duration of their appearance on the Syndicated Program. The Game Sponsor is not responsible for any expenses incurred by Contestants in connection with their appearance on the Syndicated Program and will not reimburse any Contestant for any such expenses. The Game Sponsor will determine how long the Contestant is required to stay in New York City. Based on the scheduling of Tape Dates, any Holdover Contestants and Unplayed Contestants may be required to remain available to return to the studio on the next scheduled date that a standard Syndicated Program will be taped. The travel and transportation arrangements for all returning Holdover Contestants and Unplayed Contestants shall be the sole responsibility of the Contestant.

Walt Disney World® Resort The Game Sponsor may elect to tape episodes of the Syndicated Program at the WALT DISNEY WORLD® Resort in Orlando, Florida. Unless indicated otherwise, the Contestants for each Tape Date of the episode(s) will travel to the WALT DISNEY WORLD® Resort at their own expense (including airfare, ground transportation and hotel accommodations). If the episode or, as the case may be, episodes taped at the WALT DISNEY WORLD® Resort in which the Contestant appears are not specialty episodes with their own official rules, then these Official Rules to the Syndicated Program shall govern and be interpreted as if all references to "New York City" (other than any such reference in Rule 3.A.i and this Paragraph B) are deleted and replaced in their entirety with references to "the WALT DISNEY WORLD® Resort". The Game Sponsor, in its sole discretion, reserves the right to invite Contestants to travel to either New York City or to the WALT DISNEY WORLD® Resort. If the Contestant is unable to travel to the location selected by the Game Sponsor then the Contestant will be put back into the Contestant Pool and will remain eligible for possible future selection by the Game Sponsor, without regard to Contestant's ability to travel to any other taping location.

General Conditions:

No purchase necessary. Void where prohibited. This Syndicated Program and Game are being conducted under the supervision of Valleycrest Productions Ltd. By participating, each Contestant accepts and agrees to be bound by these rules and by the decisions of Valleycrest Productions Ltd. which are final and binding on all matters relating to all aspects of the Game, including, but not limited to interpretation of questions and answers. Rules and dates are subject to change. Game Sponsor reserves the right to change the number of questions and answers in each round.

Contestants in the Game may win cash prizes corresponding to the number of questions answered correctly in accordance with the following prize table. Prize amounts listed are not cumulative:

PRIZE TABLE

QUESTION

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

CORRECT ANSWER DOLLAR VALUE

$100

$200

$300

$500

$1,000

$2,000

$4,000

$8,000

$16,000

$25,000

$50,000

$100,000

$250,000

$500,000

$1,000,000

INCORRECT ANSWER DOLLAR VALUE

$0

$0

$0

$0

$0

$1,000

$1,000

$1,000

$1,000

$1,000

$25,000

$25,000

$25,000

$25,000

$25,000

Cash prizes of Two Hundred and Fifty Thousand Dollars ($250,000) or less will be awarded to Contestants thirty (30) days following the broadcast date in which the Contestant completed Game play; provided, the Contestant meets all requirements of Game Sponsor. Winners of cash prizes of Five Hundred Thousand Dollars ($500,000), who meet all requirements of Game Sponsor, will be awarded (i) Two Hundred and Fifty Thousand Dollars ($250,000) thirty (30) days following the broadcast date in which the Contestant completed Game play and (ii) Two Hundred and Fifty Thousand Dollars ($250,000) paid in equal annual installments over the following ten (10) years. Winners of cash prizes of One Million Dollars ($1,000,000), who meet all requirements of Game Sponsor, will be awarded (i) Two Hundred and Fifty Thousand Dollars ($250,000) thirty (30) days following the broadcast date in which the Contestant completed Game play and (ii) Seven Hundred and Fifty Thousand Dollars $750,000 paid in equal annual installments over the following twenty (20) years. In cases where a Contestant will receive the annual payments described above ("Periodic Payments"), the Game Sponsor reserves the right, in its sole discretion and without prior notice, to assign Game Sponsor's obligation and liability to make such payments to a third party.

Contestant acknowledges and agrees that Game Sponsor may enter into a Non-Qualified Assignment with NABCO Assignments Ltd. ("NABCO") to assume Game Sponsor's Periodic Payment obligation to the Contestant. NABCO's obligation for payment of the Periodic Payments shall be no greater than that of the Game Sponsor immediately preceding the transfer of the Periodic Payment obligation. Any such transfer, if made, shall be accepted by the Contestant without right of rejection and shall completely release and discharge the Game Sponsor from the Periodic Payments obligation assigned to NABCO. The Contestant recognizes that, in the event of such an assignment, NABCO shall be the sole obligor with respect to the Periodic Payments obligation. NABCO reserves the right to fund the liability to make the Periodic Payments by purchasing an annuity from Allstate Life Insurance Company. NABCO may have Allstate Life remit payments directly to the Contestant. The Contestant shall be responsible for maintaining a current mailing address for Contestant with NABCO.

In instances when the combined value of the Contestant's cash prizes, if any, is Six Hundred Dollars ($600) or more, the Contestant will receive a Form 1099, which is the form used to report such amounts to the Internal Revenue Service. Contestants should consult with their own tax advisors regarding the tax consequences of participating in the Syndicated Program. Prizes are non-transferable.

The Contestants for each Tape Date will be required to read and sign a Contestant release and eligibility form and a copy of the official Syndicated Program rules. Failure by Contestant to sign the Official Rules and/or the Contestant Release will result in Contestant's disqualification. Contestants agree to indemnify Valleycrest Productions Ltd., The Walt Disney Company, Diplomatic, Embassy Row, Capital One Services, Inc., America Online, Inc., all "Who Wants To Be A Millionaire" production personnel, participating television stations, and their respective parents, affiliates, subsidiaries, officers, directors and employees, and to hold them harmless from any and all liability, claim, action, damage, expense and loss of any kind caused by or arising out of any statement or action or omission of Contestant during, or in connection with Contestant's participation in the Syndicated Program or during, or in connection with any travel taken by Contestant. Failure by Contestant to agree with this requirement will result in Contestant's disqualification. Game Sponsor reserves the right to disqualify any individual it finds to be tampering with the entry process or the operation of the Syndicated Program, acting in an unsportsmanlike or disruptive manner and/or with intent to annoy, accuse, threaten or harass any other individual, or in violation of these official rules. If the rescheduling of an Unplayed Contestant(s) to a new Tape Date, causes such Tape Date to become over booked, then the Game Sponsor reserves the right to reschedule initially scheduled Contestant(s) for such Tape Date, to another Tape Date. Further, if in Game Sponsor's sole discretion an exigent circumstance has occurred, Game Sponsor reserves the right to reschedule a Contestant(s) to participate on a future Tape Date of the Syndicated Program instead of the Tape Date and specific episode, if applicable, for which the Contestant(s) was initially scheduled. Any Contestant who provides incomplete or incorrect information may be disqualified.

All federal, state and local laws and regulations apply. Contestants consent to the use of their name, voice, photograph or likeness, recordings and biographical information by Valleycrest Productions Ltd., and its parent, affiliated and subsidiary companies for advertising and promotional purposes, without additional compensation, except where prohibited by law. All Contestants understand and agree that all publicity in connection with the Syndicated Program is under the sole control of Game Sponsor. Therefore, all Contestants agree to consult with Game Sponsor regarding any and all publicity (including, but not limited to, television, radio and print interviews) in connection with the Contestant's involvement with the Syndicated Program and shall not consent to any publicity without prior approval of Game Sponsor. Game Sponsor is not responsible for full or partial preemption of any local programming. Judges reserve the right not to broadcast any segment up to and including a Contestant's entire appearance on the Syndicated Program. Judges reserve the right to edit any portion of an episode of the Syndicated Program not affecting the outcome of Game play. Any person attempting to defraud or in any way tamper with the Syndicated Program will be disqualified and may be prosecuted to the full extent of the law.

Technical Difficulties: The Walt Disney Company, Valleycrest Productions Ltd., Diplomatic, Embassy Row, Capital One Services, Inc., America Online, Inc., "Who Wants To Be A Millionaire" production personnel, participating television stations, and their respective parents, affiliates, subsidiaries, officers, directors and employees shall not be responsible for any technical malfunctions, fraudulent calls, printer or other errors, telephone or computer malfunctions, telephone disconnection or interruption, incorrect or inaccurate transmission of information whether caused by the player or by any of the equipment or programming associated with or utilized in this Syndicated Program or any human error which may occur.

All technical difficulties or mechanical failures in connection with the Syndicated Program will be handled at the sole discretion of the judges whose decisions are final. If a technical difficulty, mechanical failure, human error or other abnormality affecting Game play occurs during the taping of an episode of the Syndicated Program, the judges will review the situation on a case-by-case basis and take appropriate action to preserve the integrity of the Syndicated Program. If it is determined in the sole discretion of the judges that the technical difficulty, mechanical failure or human error corrupted Game play, the question in play will be discarded and a new question will be played. Contestant's phone-a-friend may have technical difficulty when using a cordless phone or speakerphone.

Rule Requirements: For a copy of this set of official rules, send a self-addressed, stamped envelope to Millionaire Rules, 30 West 67th Street, New York, New York 10023 or visit millionairetv.com. Residents of WA and VT may omit return postage.

Game Sponsor: This Game is sponsored by Valleycrest Productions Ltd. Any questions concerning this Syndicated Program should be directed to Valleycrest Productions Ltd., 500 Buena Vista Street, Burbank, California 91521-4178.

Rules are subject to change without notice. Valleycrest Productions Ltd. reserves the right to change, add to, delete from, modify or amend its rules at its sole discretion.