1. NO PURCHASE NECESSARY. THIS IS A GAME OF SKILL. Open to legal residents of the 50 United States and Washington D.C., (EXCLUDING, WITHOUT LIMITATION, OVERSEAS MILITARY INSTALLATIONS, PUERTO RICO AND OTHER U.S. TERRITORIES), who are [18 years of age] or over as of the date of entry. Offer void where prohibited by law. The Pick 6 Challenge, presented by Youbet.com (the "Contest") begins Thursday, May 3, 2007 at approximately 10 pm ET and ends ten (10) minutes prior to the post time of the last horse race on Saturday, May 5, 2007. For purposes of these Official Rules, all times are Eastern Time [ET].

2. HOW TO ENTER: To access the Contest click here, or log on to espn.com and click on the link to the "Contest Page." To enter the contest, you must be a member of espn.com or one of our family of sites (ABC.com, ABCNEWS.com, Disney Online, EXPN.com, Family.com, Movies.com). Registration is free. If you are not a member, you can register by clicking here or as indicated on the contest entry page and following the instructions. You will be asked to provide your name, e-mail address, zip code, birth date, gender and to select a password. You will also be asked to consent to receive contestal e-mails. Consenting to receive contestal e-mails is optional and does not have to be agreed to in order to become a member. As a member, you may enter the Contest by first logging in to the system with your current username and password. You may then be asked to answer survey questions or to consent to receive contestal e-mails from the sponsor. To complete your entry, click on the "Confirm Entry" button.

For an explanation of How To Play, click here.

Derby Day Contest
Prizes will be awarded to the top five players who pick the closest to six (6) winners, using the fewest selections, of the designated Pick 6 races. In the event there is more than one entry with the same number of winning horses, the player with the fewest total selections will be declared the winner.

Example: If Entry A and Entry B both have six winners, but Entry A used fifteen (15) total selections and Entry B used twelve (12) total selections, then Entry B shall be declared the winner.

Should two (2) or more players select the most winning horses using the same number of selections, those players will split the cash prize equally.

Should a horse race included in the DERBY DAY PICK SIX CHALLENGE, PRESENTED BY YOUBET.COM result in a tie (also known as a "dead heat") for first place, the horse with the longest "win odds" (or larger "win payoff") will be declared the sole winner of that race.

Entries must be received by ESPN/Starwave Partners d/b/a ESPN Internet Ventures ("EIV") at least ten (10) minutes prior to the post time of the first horse race on 5/5/07.

LIMIT: ONE (1) ENTRY PER PERSON (REGARDLESS OF WHETHER ONE PERSON HAS MORE THAN ONE EMAIL ADDRESS) OR E-MAIL ADDRESS (REGARDLESS OF WHETHER MORE THAN ONE PERSON USES THE SAME E-MAIL ADDRESS) PER WEEK (up to a total of nine (9) entries during the entire Game).

E-MAIL CHANGE OF ADDRESS POLICY: It is the sole responsibility of the entrant to notify Sponsors if his or her e-mail address changes. To do so, click on the help link at the bottom of any ESPN.com page, then click on the Change Personal Information link and follow the instructions.

EIV, [Winnercomm, Inc, Kiron Interactive and Youbet.com, Inc.], and their agencies are not responsible for lost, interrupted or unavailable network, server or other connections, miscommunications, failed phone or computer hardware or software or telephone transmissions or technical failures, garbled or jumbled transmissions or other errors of any kind, whether human, mechanical or electronic; including without limitation the incorrect or inaccurate capture of entry information online, or for lost, late, incomplete, damaged, destroyed, delayed, stolen, misdirected or illegible entries. Entry materials/data that have been tampered with or altered are void. Once submitted, entries become the sole property of Sponsor and will not be returned. In case of dispute as to identity of a winner, such entry will be declared made by the registered user of the e-mail account, and if a prize is won, and such registered user is a valid entrant, the prize will be awarded to such registered user.

3. PRIZES/APPROXIMATE RETAIL VALUE:

First Prize: The player who picks the most winners will receive $2,000.

Second Prize: The player who picks the second most winners will receive $700.

Third Prize: The player who picks the third most winners will receive $500.

Fourth Prize: The player who picks the fourth most winners will receive $200.

Fifth Prize: The player who picks the fifth most winners will receive $100.

Total Approximate Value of all Contest prizes: $3,500.

Winners will be notified by email, phone, U.S. mail and /or overnight courier within seven (7) days after the determination date. Prize winners must sign and return an affidavit of eligibility and publicity/liability release within ten (10) days following attempted notification on prizes worth over $500. Failure to comply within this time period may result in disqualification and selection of an alternate winner. Any prize/prize notification returned as undeliverable may result in disqualification and selection of an alternate winner. It is the responsibility of the entrant to keep all mailing and email information up-to-date and accurate. Winners should allow up to 6-8 weeks after they return their signed, notarized affidavit to receive their prize.

Odds of winning depend on the number of eligible entries received. ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZE ARE THE SOLE RESPONSIBILITY OF THE WINNER. Limit one (1) weekly prize per person or email address.

Winner is solely responsible for any and all expenses relative to participation in Contest (including acceptance of prize) not specified herein. All other expenses not specified herein are winner's responsibility. Prize returned as undeliverable or otherwise not claimed within fourteen (14) days after being sent will be forfeited and awarded to an alternate winner. Prize is not transferable. No prize substitution or cash equivalent of prize except at Sponsor's sole discretion due to prize unavailability for any reason and only then for prize of comparable value or cash equivalent. The prize is awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied, (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose). All entries will be declared made by the registered user of the e-mail address.

4. ELIGIBILITY: Employees or agents of EIV, Microsoft Corporation, [Winnercomm, Inc., Youbet.com, Inc.] and their respective parent companies, affiliates, subsidiaries, advertising/promotional agencies, and the members of their immediate families or those persons living in the same household of such individuals are ineligible to enter or win. All federal, state and local laws and regulations apply.

5. CONDITIONS OF PARTICIPATION: If potential winner does not respond to notification e-mail within ten (10) days of its transmission, or should an e-mail, after up to three (3) attempts, be returned as undeliverable, the potential winner will be disqualified and an alternate winner will be selected. First Prize winner will be required to sign and return an Affidavit of Eligibility, a Liability Release, and, where legal, Publicity Release, within fifteen (15) days of the date printed on the prize notification. In the event of non-compliance with these requirements, winner may be disqualified and an alternate winner selected. Sponsor reserves the right, in its sole discretion to cancel, terminate, or suspend this Game should (a) viruses, bugs, unauthorized human intervention, fraud, technical failure or other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Game; or (b) earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict (whether or not officially declared). In such event, the prize winners will be selected by random drawing from all eligible entries received up to the time of such cancellation, termination or suspension.

By participating, entrants release EIV, [Winnercomm, Inc. and Youbet.com, Inc.], and their respective parent companies, affiliates, subsidiaries, advertising/promotional agencies, and the employees, officers, directors and agents of any of the above organizations from any and all liability for any injuries, losses, or damages of any kind caused by participation in the Game or the acceptance, possession or use/misuse of a prize or participation in any prize-related activities. Where legal, by accepting prize, winner grants permission to use his/her name, address, likeness, photograph, and statements by EIV, [Winnercomm, Inc. and Youbet.com] and their respective parent companies, affiliates, subsidiaries, and advertising/promotional agencies for advertising/publicity purposes without further compensation.

6. OFFICIAL RULES/WINNERS LIST: For a copy of the Official Rules, mail a self-addressed stamped envelope by June 15, 2007 to: Derby Day Pick 6 Challenge, presented by Youbet.com C/O Winnercomm, Second Floor, 6120 S. Yale, Tulsa, OK 74136. For a copy of the Official Winners List, (available approximately June 1, 2007) mail a self-addressed stamped envelope by June 15, 2007 to: Derby Day Pick 6 Challenge Winners, C/O Winnercomm, 6120 S. Yale, Ave., Second Flor, Tulsa, OK 74136

This Contest is sponsored by Youbet.com.

The Game and all accompanying materials are copyright © 2007 by EIV.