NO PURCHASE NECESSARY. Begins 10/1/08 & ends 4/30/09. All entries must be received by 12/1/08.
Many will enter, few will win. Open to legal US residents, 6 to 12. Parent’s permission required for
entry. Subject to Official Rules. Void where prohibited.

PROMOTION OPEN TO LEGAL RESIDENTS OF THE 50 UNITED STATES
AND THE DISTRICT OF COLUMBIA, BETWEEN THE AGES OF 6 - 12
US LAWS GOVERN THIS PROMOTION
VOID IN APO/FPO ADDRESSES OUTSIDE US, PUERTO RICO AND WHERE PROHIBITED

NO PURCHASE NECESSARY. A purchase will not increase your chances of winning.

2. How To Submit an Entry: An Official Entry Form can be found at www.pfgoldfish.com. Log on to the website, click on the icon for the Goldfish Games Xtreme Challenge, and print out the two-page Official Entry Form. On the designated area of page 1 of the Official Entry Form, describe the game that you play by yourself or with your friends. The game can be played alone or with as many players as you like, and can be indoors or outdoors. It can incorporate different objects or equipment if needed, and can be played on any type of surface. Your name and instructions on how to play the game must be included with your entry. The game must be submitted on the official Entry Form. You must also answer several questions regarding the game you have created. Once your game description is done, and you have answered all of the questions, write your full name and age on page 1, and have your parent or legal guardian (referred to throughout as "Parent") complete the requested information on page 2 of the Official Entry Form. Every Entry must have a Parent's signature. A photograph, drawing or video of the game is not required, but you may include one if you'd like. The photo, drawing or video will not be used in judging nor posted in the voting. If photo is submitted, it can be B&W or color, but cannot be larger than 8" x 10". Drawings must be submitted on paper no larger than 8 ½" x 11". Video can be no longer than 1 minute, and must be submitted on a disk in avi, mov, mpeg or wmv format. The photo, drawing or video will not be judged. Mail your completed entry with proper postage affixed to: Goldfish Games Xtreme Challenge, PO Box 842, Bethpage, NY 11714-0842. All entries must be received by 12/1/08. Entries received after that date will not be included in the judging. Entries become the property of the Sponsor, and will not be acknowledged or returned.

3. Entry Details: Official Entry Form must be printed on 8 ½" x 11" light-colored sheets of paper, and must be submitted in English. Entries that are not on the Official Entry Form will not be accepted. Entry must be entrant's original creation, (or a familiar game with a twist) and be executed solely by the entrant. It may not have been previously published, or have won any other awards. Entrant must be the person who created the game submitted and answered the questions about the game. Entries will be broken down into two (2) age categories for judging. The age categories are 6-9 and 10-12, and the ages are determined as of the date of entry. Game must use proper safety equipment, and encourage good judgment when playing. Pepperidge Farm, Inc., 595 Westport Ave. Norwalk, CT 06851 ("Sponsor") assumes no responsibility for incorrect or inaccurate entry information, human error or technical malfunctions, inability to access the website, failure of any computer equipment or software, or any combination thereof, or for lost, stolen, late, illegible, or misdirected Entries or mail. You may only enter once. Subsequent entries received from the same entrant will be disqualified, and will not be judged.

4. Entry Limitations: No mechanically reproduced, illegible, incoherent, unusable, unsuitable, or incomplete entries, or those that do not comply with the criteria will be accepted. Sponsor is not responsible for typographical errors, or any other errors in Entries submitted by entrants. Modifying, enhancing or altering a third party's pre-existing work does not qualify as an entrant's original game. Entry may not infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, is wholly original with entrant and as of date of submission, is not the subject of any actual or threatened litigation or claim. Entry may not incorporate unsafe objects or be obscene, offensive, libelous, pornographic, threatening, abusive or contain otherwise objectionable content. By entering, Parent, on behalf of Entrant, forfeits to Sponsor all rights to content of Entry and the concepts embodied therein. Parent, on behalf of the Entrant, unconditionally assigns and transfers to Sponsor all rights, title interest and claim, which it now has or may in the future have to the Entry or any element(s) thereof including, without limitation the copyright therein. Sponsor has the right, in its sole discretion, to use, alter, assign or dispose of such Entries however it deems fit without approval of Parents and/or Entrants. By entering, Parents, on behalf of Entrants, agree that neither they nor their child Entrant has any right to bring (and they agree not to bring) any claim, action or proceeding of any kind or nature whatsoever against Sponsor, the National Basketball Association and its Member Teams and NBA Properties, Inc. (collectively, the "NBA Entities"), Promoter or either of their affiliated companies, subsidiaries, agent, employees, or shareholders in connection with this Promotion. Parents, on behalf of Entrants, grant the Sponsor and the NBA Entities right to use the Entrant's name, images, likeness, voice and biographical materials as well as the E ntry for advertising, publicity, and promotional purposes, including Goldfish packaging, except where prohibited. Each Parent, on behalf of Entrant, hereby agrees to indemnify and hold the "Releasees" (defined below) harmless from and against any and all third party claims, actions, or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder. Any entrant whose work includes likenesses of third parties, or contains elements not owned by the entrant or Pepperidge Farm (such as, but not limited to depictions of buildings, trademarks or logos) must be able to provide legal releases for such use, including Sponsor's use of such entry, in a form satisfactory to judges and Sponsor.

5. Judging and Determination of Finalists: All eligible Entries will be separated by the two (2) age groups and will be judged based on the following criteria: Ease of Game Play (20%), Appeal of Game (50%), Creativity (25%) and Safety (5%). Both the game and the answers to the questions about the game will be judged on the basis of these criteria. Each Entry will be scored by a panel of judges, under the supervision of Strobe Promotions, Inc. 535 So. Broadway, Suite 203, Hicksville, NY 11801 ("Promoter"), an independent judging organization. The age of the entrant will be taken into consideration by the judges. Three (3) entrants with the top-scoring Entries in each age group (for a total of six (6) top-scoring Entries) will be declared Finalists, and will go on to Phase 2. Becoming a Finalist is subject to validation and verification of eligibility and compliance with the Official Rules. In the event of a tie, the Entries involved will be reviewed by an additional judge who will serve as the tiebreaker, and who will evaluate the Entries according to the criteria outlined above. The decisions of the judges are final and binding on all matters relating to this Promotion. Finalists will be determined on or about 1/9/09.

6. Finalist Notification: Finalists for Phase 1 will be notified on or about 1/9/09 via the email address submitted on the Official Entry Form. Permission to be a Finalist will be granted by the parent/legal guardian of the entrant upon submission of the Entry. Parent/legal guardian of Finalist will be required to sign and execute an Affidavit of Eligibility and Liability Release and where legal, a Publicity Release, and if applicable, a federal and state tax release (IRS Form W-9), and return same, properly executed, within 14 days of issuance of notification. Failure to return any or all documents as specified, or potential winner not complying with any term of these Official Rules, will result in the participant being disqualified and an alternate Finalist chosen. Sponsor retains all rights in and to the Entry and all portions thereof, including without limitation, the right to edit, publish, use, adapt, modify or dispose of any entries, proper names, likenesses or photographs and entry for advertising and promotional purposes in all media (including without limitation, the Internet), without additional compensation, except where prohibited by law.

7. Phase 2 - Voting Period: Six (6) Finalists' games will appear on the Goldfish Games Xtreme Challenge Voting Site ("Voting Site") at www.pfgoldfish.com during the Voting Period. Throughout the Voting Period, consumers ages 6-12 may vote for their favorite game. A game and game details, as well as a video of the game being played will be posted for each Finalist Entry on the Voting Site. Votes may only be submitted online. Upon conclusion of the Voting Period, Promoter will tally the votes for each Finalist and determine the potential Grand Prize winner. The Grand Prize Winner will be the Finalist with the greatest number of valid votes. Voting is limited to one (1) vote per person per day. Subsequent votes cast by the same person on the same day will be void. Winning is subject to validation. In the event of a tie, the Entries involved in a tie will be reviewed by an additional judge appointed by the Sponsor who will serve as the tie-breaker and who will evaluate the tied Entries according to the criteria outlined in Section 5 above. Grand Prize winner will be notified on or about 5/15/09 and announced on www.pfgoldfish.com.

8. Eligibility: Open to legal residents of the 50 United States and the District of Columbia, ages 6 to 12 at time of entry. Employees, directors and officers, and their immediate families (spouse, parents, children, siblings, and their respective spouses), and the respective household members, of Sponsor, the NBA Entities, their parent companies, affiliates, subsidiaries, divisions, agents, advertising and promotion agencies, and Strobe Promotions, Inc., are not eligible to participate. Promotion is subject to all federal, state, and local laws. U.S. law governs this Promotion. Promotion void in APO/FPOs outside the US, PR & where prohibited, taxed or restricted by law. Sponsor reserves the right to disqualify participants who violate these Official Rules or interfere with this Promotion in any manner.

9. Prizes: (1) Grand Prize: $1,000 for Sporting Goods. Prize to be awarded as a $1,000 check. Approx. retail value ("ARV"): $1,000. (6) Finalist Prizes: A 6 day/5 night trip for 4 to Phoenix, AZ to attend the 2009 NBA All-Star Game. Travel must be 2/11/09 - 2/16/09. Trip includes round trip coach air transportation from the closest major airport to the winner's home to Phoenix, AZ, 5 nights quad occupancy hotel accommodations, transportation to/from the airport/hotel and four (4) tickets to the 2009 NBA All-Star Game. In addition, the Finalist's game will be played and filmed for inclusion in the Voting to determine the Grand Prize winner. Filming will occur during the 2009 NBA All-Star Jam. ARV: $7,500/each. Finalist Prize Winner must travel with Parent. If an additional guest is a minor, that guest must be accompanied by his/her parent or legal guardian on the trip. Finalist Prize winner and all guests must travel on the same itinerary and all guests must sign travel release prior to ticketing. All travel, and accommodations and other Prize related activities are at the winner's, Parent's and guests' own risk. Finalists will have choice of how they would like to participate in the videotaping of their game. They may participate on camera as a player, as a coach, or they may choose not to be on camera at all. Finalists shall receive no further compensation or credit for use of Entry submission other than that disclosed in these rules. Sponsor shall have no obligation (express or implied) to develop, produce, distribute or otherwise exploit any game created by the Finalist or Grand Prize winner or continue the development, production, distribution or exploitation thereof.

10. Prize Restrictions: All Finalist prizes will be awarded approximately 4 weeks after Phase 1 of the Promotion Period ends (subject to Sponsor's verification of eligibility). Prizes are non-transferable; no substitutions allowed except by Sponsor due to unavailability, in which case substitution will be of equal or greater value. Actual ARV of Finalist Prize may vary based on winner's point of departure and existing rates at time of travel, and any difference between the stated ARV and the actual value if any, will not be awarded. Final travel arrangements and choice of hotels to be determined by Sponsor in its sole discretion. Trip prize must be taken by 2/11/09 - 2/16/09 or prize will be forfeited and an alternate winner may be selected. Travel subject to availability and confirmation of reservations, certain travel restrictions and blackout dates may apply. Winner and guests must possess valid ID, and any other travel documents required in order to travel. Winner and guests are responsible for obtaining travel insurance (and all other forms of insurance) where applicable, at their option, and hereby acknowledge that the Sponsor has not and will not obtain or provide travel insurance or any other form of insurance. If any part of the Finalist Prize is unable to take place as planned, for any reason, beyond the control of the Sponsor, including but not limited to, cancellation, scheduling conflicts, political conflicts or war or an event of force majeure, the remaining components of the prize will be awarded and Sponsor's obligation to the winner will be fulfilled, and no other additional compensation will be provided. No extension or change of trip dates permitted. Sponsor will not replace any lost or stolen tickets, travel vouchers, certificates or similar items once they are in the Finalist's possession, or in the possession of the Finalist's guests. Limit one Finalist prize per individual/family/household. All applicable taxes and any other costs not specifically stated herein are responsibilit y of the winner. Prizes may not be transferred, substituted or redeemed for cash, except at the Sponsor's sole discretion. Sponsor reserves the right to substitute a prize of equal or greater value if advertised prize is unavailable at the time the prize is awarded. Any and all guarantees and warranties of merchandise prizes are subject to the manufacturers' terms and conditions, and winners agree to look solely to such manufacturers for any such warranty or guarantee claim.

11. Grand Prize Winner Notification and Verification: Potential Grand Prize winner will receive notification via US mail, email and/or phone. Grand Prize Winner confirmation is subject to verification and compliance with these Official Rules. A prize or prize notification being returned as undeliverable will result in the participant being disqualified and the prize may be awarded to an alternate Finalist.

12. Conditions of Participation: Entrants agree that if selected as a Finalist, they grant Sponsor, the NBA Entities, and its designees the right to film and later publish footage of the Finalists during their trip to the 2009 NBA All-Star Game. This includes, but is not limited to, any preparation for the videotaping (including make-up and hair if applicable), activities during the trip and participating in the filming of the game. Entrants release and hold harmless Sponsor, the NBA Entities, their parent companies, affiliates, agencies, Strobe Promotions, Inc. and their employees, officers, directors and shareholders ("Releasees") from any claims, actions, injury, loss or damage of any kind, including but not limited to, personal injury or death, resulting from participating in this Promotion or from the acceptance, possession, use or misuse of any prize awarded or participation in any prize-related activity.

13. Additional Terms and Restrictions: Finalists will be determined and the Grand Prize awarded provided there are a sufficient number of eligible Entries received. Caution: Any attempt by an entrant or any other individual to deliberately damage any online service or website, tamper with the voting process, or otherwise undermine the legitimate operation of the Promotion is a violation of criminal and civil laws and should such an attempt be made, Sponsor reserves the right to seek damages and/or other remedies from any such person to the fullest extent permitted by law. Failure to enforce any term of these Official Rules shall not constitute a waiver of that provision. If for any reason the Promotion is not capable of being executed as planned, or infection by computer virus, bugs, tampering, unauthorized intervention, fraud, action of entrants or voters, technical failures or any other causes beyond the control of Sponsor, corrupts or affects the administration, security, fairness, integrity or proper conduct of this Promotion, Sponsor reserves the right at their sole discretion to disqualify any suspect entrant/entry and to cancel, terminate, modify or suspend the Promotion and/or award the prizes from among all eligible, non-suspect Entries received as of the date of the termination, as Sponsor determines in its sole discretion. Entries not complying with all rules are subject to disqualification. No correspondence regarding Entries will be entered into with entrants other than the Finalists.

14. Winners List: For list of winners, available after 5/15/09, send a SASE by 6/1/09 to: Goldfish Games Xtreme Challenge Winners, PO Box 913, Bethpage, NY 11714-0913. Residents of VT may omit return postage.

Copyright 2008 Strobe Promotions, Inc. All rights reserved. Entrants may copy these official rules for the sole purpose of personal use and not for any commercial purpose whatsoever.