VOCAB VIDEOS CONTEST OFFICIAL RULES

JANUARY 15, 2009

TO ENTER, YOU MUST COMPLETE THE REGISTRATION FORM, READ THE OFFICIAL RULES BELOW, AND AGREE TO THE OFFICIAL RULES AND OTHER WEB SITE TERMS BY CLICKING THE ACCEPTANCE BOX WHERE INDICATED AND THEN CLICKING ON THE “REGISTER” BUTTON.

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT INCREASE YOUR CHANCES OF WINNING. SUBJECT TO ALL FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS. VOID OUTSIDE OF THE UNITED STATES AND WHERE PROHIBITED BY LAW. The Contest commences on or about 12:01 AM Eastern Time (“ET”) on January 13, 2009 and ends at 11:59:59 PM ET on May 31, 2009 (the “Contest Period”).

ELIGIBILITY. The Contest is open only to legal residents of the fifty (50) United States and the District of Columbia who are located in the United States at the time of entry and who are of the legal age of majority in their state of residence at the time of entry, unless an entrant has permission to enter the Contest by a legal guardian. Persons under the age of 13 are expressly prohibited from entering the Contest and any entry received from persons under the age of 13 will be deleted in compliance with the Children’s Online Privacy Protection Act. Employees, officers, managers, members and representatives of A-List Services LLC ("Sponsor") and immediate family members (spouse and parents, siblings and children and their spouses) and persons living in the same households of each of the above are ineligible.

HOW TO ENTER. The video must comply with the Official Rules and Instructions, including, without limitation, the following format for titling and uploading the video. The completion of the Official Entry Form and the submission of the video are collectively referred to herein as the "Entry". Log onto http://www.vocabvideos.com/youtube during the Contest Period, follow the on-screen instructions to complete and submit an Official Entry Form by submitting your name, school name, class year, telephone number, date of birth, e-mail address, state of residence, title of your video submission, and the word that your video is defining. Log onto http://youtube.com/group/vocabvideos and click “Join This Group”. To submit your video, click on “Add Videos” and follow the instructions. When you are submitting the video, the title of the video must follow the following format: “WORD | College SAT Test Prep | Vocab Videos”; “WORD” is the word you are defining in the video. In the “Description” field include “Vote for this video at www.youtube.com/group/vocabvideos” and “Check out http://www.vocabvideos.com”. In the “Tags” field include “Vocab Videos, SAT, ACT, vocab, vocabulary, contest, reading, test prep, A-List”. For the “Category” drop down menu select “Education”. Make sure that the radio button “Share your video with the world” is selected. The video should be approximately 30 seconds in length and your submission must otherwise follow the Video Guidelines outlined at http://www.vocabvideos.com/youtube.html. All Entries must be submitted in the English language. Video files must be less than 25 MB and in .mov, .wmv, .avi, .flv, or .swf' format. Video files in excess of 30 seconds may be disqualified. Entries should not include the use of company logos or copyright/trademarked items unless entrant has express written permission from that person or company. Entries containing previously published video will be disqualified. Once submitted, Entries will be publicly displayed on the vocabvideos.com and youtube.com web sites, along with Entrant's first name and state of residence. Entrant may enter the Contest as many times as desired, provided each video submitted is unique.

VIDEO RIGHTS. By participating in the Contest, the Entrant agrees to have their name, voice, or likeness used in any advertising or broadcasting material relating to this Contest without additional financial or other compensation, and, where legal, to sign a publicity release confirming such consent prior to acceptance of the prize. One or more people of any age over the age of 13 may be featured in the video, however entrant must have the permission to use the audio and visuals of everyone featured in the video in any and all media without compensation. If any person in the video is a minor, then consent must be obtained from the minor’s parent or guardian. If the person filming or producing the video is someone other than the entrant, the entrant must obtain permission and release from such person to use the video in any and all media without compensation. Entrant must submit all required consent and releases at Sponsor’s request, including a release from all persons featured in the video and all persons filming and producing the video. By submitting an Entry, Entrants: 1) irrevocably grant Sponsor the royalty-free, nonexclusive, perpetual, fully sub-licensable, transferable, right throughout the world to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, publicly perform, and publicly display such video (in whole or part) without compensation, notification, approval or any other obligation, to anyone, including without limitation to edit, rearrange, and/or copy the entry for use in the promotion of Sponsor's products and services without further permission, consideration or payment to the Entrant, except where prohibited; 2) warrant and represent that the Entry is 100% original creation/work by Entrant and that use of the Entry as described herein will not violate any law or infringe upon the rights, title, claim or interest of any third party; and 3) certify that Entrant is the sole copyright owner of the video and Entrant owns all right, title and interest in the video and any elements included in the video, such as photographs, video footage, music tracks and the like. All Entries become the sole property of the Sponsor and will not be acknowledged or returned. By submitting an Entry, Entrant agrees that the Entry is gratuitous, unsolicited and without restriction, and will not place Sponsor under any obligation, and that it is free to disclose the video and ideas contained therein on a non-confidential basis to anyone without any additional compensation to Entrant. Entrant acknowledges that, by acceptance of its submission, Sponsor does not waive any rights to use similar or related videos or ideas previously known to Sponsor, or developed by its employees or contractors, or obtained from sources other than Entrant. By entering, Entrant acknowledges that Sponsor has no obligation to use or post any Entry submitted.

JUDGING CRITERIA: Entries that include the following content will be disqualified: 1) profanity or inappropriate, defamatory or explicit language; 2) lewd or sexually suggestive gestures; 3) full or partial nudity; or 4) alcohol or drug use. The offering, advertising or payment by an Entrant of any compensation, incentive or item of value (including, without limitation, entries in a raffle or any other contest or sweepstakes) to induce voting for an Entry or any other activity in connection with the Contest or the vocabvideos.com site is strictly prohibited, as is the use of paid advertising of any type whatsoever to induce voting or any other activity in connection with the Contest. Sponsor in its sole discretion may immediately disqualify any Entrant who it believes, in its sole discretion, has engaged in any of the foregoing prohibited activities. Sponsor will select the winners based upon the following criteria: 1) how closely the video illustrates the meaning of the word (0- 10), the video's creativity (0- 10), the humorous quality of the video (0- 10), the video's production quality (0- 10), and the number of votes received by YouTube users (0-10 points). At the end of the Contest, one Entrant will be selected as the Grand Prize Winner and one Entrant will be selected as runner-up using the foregoing judging criteria. In addition, on February 28, March 31, April 30, and May 31 one Entrant will be selected as winner for the best video received in that month (except that the February 28 winner will include videos received in January) using the foregoing judging criteria. In addition, at the end of the Contest there will be one People’s Choice Winner who will be awarded a prize based upon the most votes received by web site users. The judging of entries will be conducted by the Sponsor, whose decisions are final and binding in all respects relating to the selection of all Prize Winners. In the event an insufficient number of qualified entries are received during the Contest Period (as determined by the judges), the Contest will be cancelled and prizes will not be awarded. Eligibility, age and prize claim by Prize Winners is subject to verification. The Grand Prize Winner, Runner-Up Prize Winner, and People’s Choice Winner will be notified by e-mail and/or telephone on or about May 11, 2009. Monthly prize winners will be notified by e-mail and/or telephone approximately one (1) week following the close of the pertinent month. Prize Winners must sign before a notary and return an Affidavit of Eligibility/Prize Acceptance/Liability and (where legally permissible) a Publicity Release within two (2) business days of receipt. If a Prize Winner notification is returned as undeliverable, a Prize Winner is ineligible, or a Prize Winner declines a prize, the prize will be forfeited and the prize will be awarded to the next highest scoring entry. Sponsor is not responsible for fraudulent calls or e-mails made to Entrants not by the Sponsor.

PRIZES AND THEIR APPROXIMATE RETAIL VALUE. The Grand Prize Winner will receive $1,000. The Runner-Up Prize Winner will receive $200. Each Monthly Prize Winner will receive $100. The People’s Choice Prize Winner will receive $200. The value of the prize set forth above is equal to its dollar value, and the actual fair market value, as determined by Sponsor, is final and binding and cannot be challenged or appealed. Prize winners are solely responsible for the reporting and payment of any applicable federal, state and/or local taxes. In addition, Entrants who submit three (3) or more videos that conform to the Contest Official Rules will be eligible to receive a one month free subscription to Vocab Videos.

GENERAL CONDITIONS. By participating in this Contest, each Entrant agrees to be bound by these Rules and the decisions of the Sponsor and the rules and decisions of youtube.com, which are final and binding in all respects and cannot be appealed. All Entries must be received by 11:59:59 PM ET on April 30, 2009. Sponsor is not responsible for any problems or technical, hardware, or software malfunctions of the youtube.com site or the videovocab.com site, failure of any e-mail or entry to be received by the Sponsor due to technical problems, human error or traffic congestion, unavailable network connections on the Internet or at any website, or any combination thereof, including, without limitation, any injury or damage to Entrant's or any other person's computer relating to or resulting from participating in this Contest or downloading any materials in this Contest. In the event of a dispute as to the identity of the winner, such winner will be deemed to be the account holder at the time of Entry of the e-mail account associated with the provided e-mail address. By entering the Contest, each Entrant agrees and acknowledges that Sponsor is not responsible for and shall not be liable for: (i) Entries that are late, delayed, lost, misdirected, forged, mutilated, incomplete, illegible, ineligible, incomplete, inaccurate, garbled, unintelligible, or otherwise not in compliance with these Rules; (ii) technical or computer malfunctions, lost connections or transmissions, disconnections or other errors of any kind whether mechanical, human, electronic or otherwise relating to or in connection with the Contest, including, without limitation, errors which may occur in connection with the administration of the Contest or the processing of entries; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) any injuries, losses, costs, expenses or damages to person or property of any kind caused, in whole or in part, directly or indirectly, by the prize or resulting from acceptance, redemption, possession, loss, use or misuse of the prize or from participating in the Contest or any Contest related activity, or inability to participate in the Contest; or (v) any printing, typographical, administrative, human or technological errors in any material associated with the Contest. No more than the number of prizes stated in these Rules will be awarded. By accepting, the prize, prize winners agree and acknowledge that Sponsor, without any limitation or further compensation, may use his/her name, city and state of residence, likeness, voice, biographical data, audio and/or video recording of him/her, and Entry in any and all media now known or hereinafter devised, throughout the universe and in perpetuity, for the purpose of advertising and promoting the services of Sponsor to the public or the Contest or any other promotion sponsored by Sponsor, or for any other purpose, except where prohibited by law. Sponsor reserves the right, in its sole discretion, to modify, cancel or suspend this Contest (or any portion of the Contest) should an error or a virus, bug, computer problem or other cause or problem corrupt or inhibit the administration, security or proper operation of the Contest and, in such situation, to judge entries from among the remaining eligible non-suspect entries received prior to and/or after the action taken or in such manner as deemed fair and appropriate by Sponsor in its sole discretion. In the event that the Contest is modified, cancelled or suspended, notification of such event will be posted at http://videovocab.com. Sponsor may prohibit Entrant from participating in the Contest or winning a prize if, in its sole discretion, it determines an Entrant is attempting to undermine the legitimate operation of the Contest by cheating, hacking, deception, or other unfair practices or intending to annoy, abuse, threaten or harass any other entrant or Sponsor's representatives. The interpretation of these Rules shall be governed by the laws of the United States and the State of New York by and within the courts of that state. 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, provincial or local government law, order of regulation, order of any court, or jurisdiction, or other cause not reasonably with in 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, elect to abbreviate, cancel or terminate 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 time of such Force Majeure event.

LIMITATION OF LIABILITY AND RELEASE. By entering the Contest, each Entrant agrees that: (1) any and all disputes, claims, and causes of action arising out of or connected with the Contest, or any prizes awarded, shall be resolved individually, without resort to any form of class action; and (2) any and all claims, judgments and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering the Contest, but in no event will attorneys' fees be awarded or recoverable. Entrant hereby knowingly and expressly waives all rights to seek, punitive, incidental or consequential damages or any other damages, other than actual out of pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. By entering this Contest, all Entrants agree to release and hold harmless Sponsor and all others associated with the development and execution of this Contest, from any and all liability with respect to, or in any way arising from, this Contest and/or acceptance or use of the prize, including liability for personal injury, death, damages or loss. By participating in the Contest, the Entrant hereby releases Sponsor from any and all claims, damages or liabilities arising from or relating to Entrant’s participation in the Contest. By accepting a prize in the Contest, Winners agree that the Sponsor shall not be liable for any loss or injury resulting from participation in the Contest, acceptance or use of any prize, or any travel related thereto.

SPONSOR: A-List Services LLC, 315 Madison Avenue, Suite 405, New York, NY 10017.

WINNERS LIST. We will post a list of the prize winners at http://www.vocabvideos.com/youtube on or about June 15, 2009.