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No purchase necessary. Sponsored by Bang Ventures, Inc. (“Sponsor”), 98 Cuttermill Road, Suite 370, Great Neck, NY 11021.

HOW TO ENTER: To enter the 2007 “You Be The VC” Contest, complete an official application and questionnaire including business plan description for a Web-based business, social networking site, Web 2.0 project, software project, wireless services or similar venture at www.youbethevc.com by 11:59 p.m. (Eastern Time) February 1, 2008. Sponsor, co-sponsors and their affiliates, promotional partners, sales representatives, distributors and promotion and other vendor agencies involved in this promotion (“Sponsor Entities”) are not responsible for lost, late, or misdirected entries or the operation of the Contest. Enter as many business plans as you like, but each must be accompanied by a separate official application.

ELIGIBILITY: At time of entry, entrant must be an individual 18 years of age or older. Entrant also must be either (i) a legal resident of the United States, or (ii) attending and residing at a secondary education institution in the United States. Entrant must also have access to a valid email account at time of entry. Void where prohibited by law. Employees of Sponsor Entities and their respective agencies, affiliates, promotional partners, sales representatives, and promotion and other vendor agencies involved in this promotion and the immediate family (parents, spouses, siblings, children) and household members of all such employees, are NOT eligible. Contest is subject to all federal, state, and local laws and regulations.

PRIZES: Three Top Prizes: Your own start-up company! Each of three Winners will be provided with business incubator services, programming/web development, administrative, IT, legal, accounting, tax and consulting services as well as seed venture funding (all as designated in Sponsor's sole discretion). In addition, each of the three Winners will receive a stipend based on the sponsors sole discretion during Summer 2008. Winners will be required to sign a startup agreement with exclusivity and agree to form an entity as directed by Sponsor, and generally comply with all other requirements for a startup business as reasonably directed by Sponsor. Note: Sponsor will take an initial interest in each business, approximately 25% to 33%, and winners will execute additional agreements with Sponsor containing normal startup venture terms and conditions. Term sheet available on request. Winners who are unable to agree to stated conditions will forfeit prize. Prize winners will be responsible for all federal, state, and local income taxes and other taxes associated with the potental personal stipend portion of the prize. Prizes are non-transferable and no substitution or cash equivalent is allowed except in Sponsor's sole discretion. Sponsor reserves the right to substitute prizes of the same approximate retail value. Prize consists only of items specifically listed as part of the prize. All costs and expenses not specified herein that are incurred by accepting the prize are the sole responsibility of the Prize Winner.

FINALIST SELECTION: On February 15, 2008 Sponsor will narrow the field of entrants to 100, each of whom will be asked to submit a business plan by February 29, 2008. From among those entrants, on or about March 28th, 2008 Sponsor will narrow the field to 20 entrants, each of the 20 selected finalists will be required to execute an agreement not to seek or accept backing for the business plan from any other source until winners are announced. Failure to do so will result in disqualification. Once winners are announced, finalists not selected as winners will be free to market their business plans elsewhere.

WINNER SELECTION: On or about March 28th, 2008, a panel of expert judges will screen semi-finalists entries and select 20 Finalists, based on feasibility and promise of their business plan. On or about April 22nd, 2008, Finalists, profiles and video pitches will be posted at www.YouBeTheVC.com for internet voting by registered users of www.YouBeTheVC.com . The three Finalists collecting the most internet votes (one vote per person/email address per day) will be designated, in order, the Grand, First and Second Prize winners, subject to verification and qualification. Voting will end on April 30th and potential winners will be notified by one of the following: phone/express mail/email to the address indicated on the entry on or about May 5th, 2008. To become verified as a Winner, the selected Finalist must comply with all stated conditions, cooperate in formation of the startup entity with Sponsor, agree to be available to be interviewed, photographed and videotaped by Sponsor for advertising or publicity purposes; agree to be available for appearances and related publicity and promotions if requested by Sponsor and agree to cooperate in any way reasonably requested by Sponsor in furtherance of the promotion and the new business. In addition, to become verified as a Winner, each selected Finalist may be required to complete, sign, and return an affidavit of eligibility, publicity release, and mutually-agreeable liability release as timely requested by Sponsor, or prize will be forfeited in its entirety.Prize award is subject to Sponsor’s verification of potential winner’s identity and eligibility. Potential winner must satisfy all terms and conditions of these Officials Rules or may be disqualified. Winners will be announced on May 23rd.

This is not a game of chance. Winners will be selected based upon the merit of their submissions and their ability to garner online votes at the Finalist stage. Prospects of winning depend on the number and quality of entries received.

PUBLICITY RELEASE. By entering, Entrant agrees that if Entrant is chosen as a Finalist, Sponsor may post Entrant’s biographical information (including some or all questionnaire answers), video pitch and business plan summary on www.YouBeTheVC.com for public viewing and voting, without any further notice or compensation. Entrant releases and agrees not to sue Sponsor or any Sponsoring Entities for any claim or cause of action, including any claims for libel, slander, invasion of privacy, right of publicity or misappropriation of intellectual property rights, arising out of or related to Sponsor’s posting of Entrant’s biographical information (including some or all questionnaire answers), video pitch and business plan summary on www.YouBeTheVC.com for public viewing and voting.

Except where prohibited, acceptance of prize by Winner constitutes Winner’s consent that his/her name, likeness, voice, video pitch and/or biographical data may be used for advertising and promotional purposes without limitation and without additional notice, compensation or consent.

GRANT OF RIGHTS. Entry constitutes an irrevocable grant to Sponsor of all right, title and interest in and to all materials submitted, including the intellectual content thereof, for use only in connection with conducting, advertising and/or promoting the Contest, and Entrant releases and agrees not to sue Sponsor or any Sponsoring Entities for any claim or cause of action, including for misappropriation of intellectual property rights, arising out of the exercise of the right, title and interests granted.

NON-INFRINGEMENT. Entry constitutes Entrant’s warranty and representation that, to the best of Entrant’s knowledge after due inquiry, the materials or intellectual content thereof submitted by Entrant do not infringe or misappropriate any rights of others and that Entrant is able to provide a full, complete and exclusive grant of all rights related to the entry to the start-up entity to be formed if Entrant is deemed a Winner.

ONLINE REGISTRATION: If for any reason the Contest, including the online portion, is not capable of running as planned, including disruptions caused by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures or any other cause that corrupts, affects or compromises the administration, security, fairness, integrity, proper conduct or intended play of the Contest, Sponsor reserves the right at its sole discretion to disqualify any individual deemed responsible and Sponsor further reserves the right to cancel, terminate, modify or suspend the Contest, with appropriate alternate method of prize award selected. Sponsor assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications failure, theft, destruction or unauthorized access to, or alteration of, entries, including any erroneous appearance of qualification for a prize. Sponsor is not responsible for any problem or technical malfunction of any telephone network or lines, computer online systems, servers or provider, computer equipment, software, failure of any e-mail or entry to be received by Sponsor due to technical problem or traffic, congestion on the internet or at any web site, or any combination thereof, including any injury or damage to participant's or any other person's computer related to or resulting from participation or downloading any materials in this Contest.WARNING: ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Contest entries generated by a script, macro or other mechanical or automated means are ineligible and will be disqualified. All entries must include a valid e-mail address for the entrant. In the event of dispute as to the identity or eligibility of a winner based on an e-mail address, the winning entry will be declared made by the “Authorized Account Holder” of the e-mail address submitted at the time of the entry. The “Authorized Account Holder” is the person to whom the applicable Internet service provider or other organization (such as business or educational institution) has assigned the e-mail addresses for the domain associated with the submitted e-mail address.

RELEASE OF LIABILITY: By entering, entrant agrees to accept and abide by the rules of this Contest and agrees that any dispute with regard to the conduct of this Contest, rule interpretation or award of prize, shall be resolved by Sponsor, whose decision shall be binding and final. By participating, entrant agrees to release and hold harmless all Sponsoring Entities, specifically including Sponsor, and each of their respective parent companies, affiliates, subsidiaries, service agencies, independent contractors, and the officers, directors, employees, agents and representatives of any of the above organizations from any injury, loss or damage to person, including death or property damage due in-whole or in-part, directly or indirectly to the acceptance, use, or misuse of a prize, participation in any Contest-related activity, or participation in the Contest. Sponsor is not responsible for any typographical or other error in the printing of this offer, administration of the Contest or in the announcement of prizes, including such error as may give an erroneous indication that a prize has been won. In the event the Sponsor is prevented from continuing with this Contest or the integrity and/or feasibility of the Contest is undermined by any event including but not limited to fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, war (declared or undeclared), terrorist threat or activity, or any federal, state or local government law, order or regulation, order of any court or jurisdiction, or other cause not reasonably within the Sponsor’s control (each a “Force Majeure” event), the Sponsor shall have the right, in its sole discretion, to abbreviate, modify, suspend, cancel or terminate the Contest without notice or further obligation. If the Sponsor, in its discretion, elects to abbreviate the Contest as a result of a Force Majeure event, the Sponsor reserves the right, but shall have no obligation, to award the prize from among all valid and eligible entries received up to the time of such Force Majeure event. All entries are the property of the Sponsor and are not returnable.

WINNER LIST: For the names of the Winners, check www.YouBeTheVC.com after May 23rd, 2008.