PLEASE READ CAREFULLY. By reviewing these Official Rules, you agree to the following rules governing Caboodle! Toys’ collect to win™  Program.

A. Overview of the collect to win™  Program

1. The collect to win™  Program (the “Program”) is a loyalty program, sponsored by Caboodle! Toys LLC (Caboodle! Toys), through which individuals (“Program Participants” or “Members” [registered “Program Participants”]) can win prizes and earn rewards through the purchase of Noah's Pals™. Each pair of Noah's Pals™ contains a unique, alphanumeric ID Code (“ID Code”) on an accompanying ID Card. By registering ID Codes on www.noahspals.com (the “Site”), Members become eligible to win prizes and earn rewards, available while supplies last.

B. Eligibility

1. The Program is open only to legal residents of the United States or Canada, who reside within one of the fifty (50) United States, the District of Columbia, or Canada (excluding the Province of Quebec). If you are a resident of Canada, a separate set of terms and conditions govern your participation in the Program. Void elsewhere, where prohibited by law, and in Puerto Rico, U.S. Virgin Islands. Employees of Caboodle! Toys or other parties involved in any aspect with the creation, production, operation, execution, and fulfillment of the Program (collectively, “Sponsor and its Administrators”) and the immediate family members of such individuals (parent, child, sibling, or spouse of any of the foregoing, including step-parent, step-child, or step-sibling), and household members of such individuals (whether related or not) are not eligible to participate or win. Groups, clubs, or organizations are not permitted to register as a single Member or participate in this Program.

2. Participation in the Program constitutes the full and unconditional agreement to these Official Rules.

C. Duration of Program

1. The Program begins at 12:00:00 AM EDT on September 1, 2006, and is scheduled to end at 11:59:59 PM EST on October 31, 2010, or while supplies last.

2. Caboodle! Toys reserves the right to shorten, extend, modify, or cancel the Program, at its discretion, at any time.

D. Enrolling in the Program

1. Individuals may enroll in the Program through the Site. Once on the Site, follow the onscreen instructions to create an account to become a member of Noah’s Crew (a valid e-mail address and password must be entered).

2. Members become eligible to win and earn prizes upon registering their Noah's Pals™ ID Codes at the Check-In Desk area of the Site’s Collector Center.

E. Winning Prizes and Earning Rewards

1. When a Member inputs a valid ID Code from the ID Card of a pair of Noah's Pals™ in a given calendar month, the Member becomes eligible for winning prizes at the close of that calendar month (nine drawings for four keepsake kits, three t-shirts, and two umbrellas).

2. Prizes will not be awarded until after a verification process is complete. An ID Code is subject to verification and is void if (a) not obtained in accordance with these Official Rules and through legitimate channels or (b) any part is counterfeit, altered, defective, tampered with, or irregular in anyway. Caboodle! Toys’ decisions regarding the awarding of prizes are final and binding. Validated ID Codes that are determined to be invalid for any reason are subject to disqualification.

3. Keepsake kits, t-shirts, and umbrellas can only be won by entering a valid ID Code at the Check-In Desk of the Site’s Collector Center. The Caboodle!™ reward, in contrast, may be earned (1) by entering forty valid ID Codes belonging to forty unique pairs of Noah’s Pals™ at the Check-In Desk of the Collector Center or (2) by sending to Caboodle! Toys, via registered mail, a Redemption Form indicating the forty valid ID Codes from the purchase of forty unique pairs of Noah's Pals™.

F. Redemption

The following chart sets forth the current items available as prizes or rewards and their corresponding availability along with their retail value:

2. Please allow three to four weeks for delivery of any prize or reward.

3. Caboodle! Toys reserves the right to modify the available items and associated quantities at any time during the Program. Caboodle! Toys reserves the right, without obligation at its sole discretion, to substitute merchandise of greater or equal value in the event supplies of any one item exhaust. Exchanges are not permitted.

4. Members shall receive an e-mail notice upon winning a monthly drawing. The e-mail notice will be forwarded to the e-mail address the Member used when registering for the Program. Members are advised to print and keep all of the confirmation e-mails sent to them.

G. General Conditions

Unclaimed prizes will not be awarded. No substitution of prize is offered, no transfer of prize to a third party is permitted, and non-cash prizes cannot be redeemed for cash value, except as determined in Caboodle! Toys’ sole discretion. Any difference between actual value and approximated value of prizes as stated in these Official Rules will not be awarded. Any mail (email or postal), including but not limited to any portion of a prize, addressed to a Member and returned to Caboodle! Toys as undeliverable without a forwarding address will result in prize forfeiture.

H. Modifications and Termination of the Program

1. Caboodle! Toys reserves the right to modify any of the Official Rules set forth herein - including, but not limited to, the duration of the Program and any of the options made available to Members with respect to their Accounts - at any time, with or without notice.

2. Caboodle! Toys reserves the right to terminate the Program at any time, for any reason, with or without notice.

3. A Program Participant's continued participation in the Program constitutes the Program Participant's acceptance of any changes to these Official Rules. Program Participants are responsible for remaining knowledgeable as to any changes that Caboodle! Toys may make to these Official Rules. The most current version of these Official Rules will be available on the Site and will supersede all previous versions of these Official Rules.

I. Miscellaneous Terms and Conditions

1. To learn how the personal information collected in connection with the Program may be used, individuals should read Caboodle! Toys’ Privacy Policy which is available on the Site. The terms of the Privacy Policy are incorporated herein by reference.

2. Caboodle! Toys reserves the right to discontinue the participation privileges of any Member who engages in any fraudulent activity or uses the Program in a manner inconsistent with these Official Rules or any federal, state, or local laws, statutes, or ordinances. In addition to discontinuance of participation privileges, Caboodle! Toys shall have the right to take appropriate administrative and/or legal action, including criminal prosecution, as it deems necessary in its sole discretion.

3. The Program is provided to individuals only. Corporations, associations, or other groups may not participate in the Program. It is fraudulent for any individual or company to direct, encourage, or allow individuals to use a single membership account for combined use.

4. ID Codes may not be transferred or assigned and are not transferable upon death, as part of a domestic relations matter, or otherwise by operation of law.

5. Caboodle! Toys is not responsible for any incorrect or inaccurate information supplied by Program Participants while participating in the Program.

6. All questions or disputes regarding eligibility for the Program, winning or earning of prizes, or a Program Participant’s compliance with these Official Rules will be resolved by Caboodle! Toys in its sole discretion.

J. Limitation of Liability

1. By participating in the Program, Member acknowledges that technical processing and transmission on or through the Site may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Caboodle! Toys is not responsible for incorrect or inaccurate transcription of information, for problems related to any of the equipment or programming associated with the Program or utilized by the Member, for any human error, for any interruption, deletion, omission, defect, or line failure of any telephone network or electronic transmission, for problems relating to computer equipment, software, inability to access the Site, or for any other technical or non-technical error or malfunction. In the event of a printing error, Caboodle! Toys shall have no liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CABOODLE! TOYS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PROGRAM OR PRIZE MERCHANDISE OFFERED THROUGH THE PROGRAM. IF CABOODLE! TOYS IMPROPERLY DENIES A MEMBER OR PROGRAM PARTICIPANT ANY PRIZE OR REWARD, LIABILITY WILL BE LIMITED TO THE EQUIVALENT PRIZE OR REWARD. BY PARTICIPATING IN THE PROGRAM, A MEMBER WAIVES ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO SUCH MATTERS IN ANY FORUM BEYOND ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE KIND OF ACT, EVENT, CONDITION, OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED. TO THE FULLEST EXTENT ALLOWABLE BY LAW, CABOODLE! TOYS, SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS WON THROUGH THE PROGRAM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. PRIZES ARE PROVIDED “AS IS.” Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

2. As a condition of participating in this Program, Program Participant agrees that (1) any and all disputes, claims, and causes of action arising out of or connected with this Program shall be resolved individually, without resort to any form of class action and exclusively by arbitration under the International Arbitration Rules of the American Arbitration Association. Arbitration will take place in New York County, New York; (2) any and all claims, judgments, and rewards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in this Program, but in no event attorneys’ fees; and (3) under no circumstances will Program Participant be permitted to seek recovery for, and Member hereby waives all rights to claim, punitive, incidental, consequential, and any other damages, other than for actual out-of-pocket expenses, and waives any and all rights to have damages multiplied or otherwise increased.

3. All issues and questions concerning the construction, validity, interpretation, and enforceability of the Official Rules, or the rights and obligations of Program Participants and Caboodle! Toys in connection with the Program, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice of law or conflict of law rules or provisions (whether of the State of New York, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

4. These Official Rules constitute the entire agreement between Caboodle! Toys and Program Participants pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations, and discussions, whether oral or written. No waiver of any of the provisions of these Official Rules shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall waiver constitute a continuing waiver unless otherwise expressly provided.

5. If any provision of these Official Rules is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Official Rules, which will otherwise remain in full force and effect.

K. Publicity

Except where prohibited by law, winners grant to Caboodle! Toys the right to print, publish, broadcast, and use worldwide in any media now known or hereinafter known, including without limitation television, radio, and the Internet, the winner's name, address, voice, biographical data, statement, picture, or other likeness (including without limitation posting of name/city/state on the Site), for public relations, advertising, and promotional purposes as may be determined by Caboodle! Toys, without additional compensation, consideration, or review.

L. Copy of Official Winners’ List

For a copy of the Official Winners’ list, please send a self-addressed, stamped envelope to Caboodle! Toys, 1140 Broadway, Suite 907, New York, New York 10001. VT residents need not include return postage. Winners’ lists will be sent following the monthly drawing of the month in which the request was received.

M. Sponsor

This program is sponsored by Caboodle! Toys LLC, 1140 Broadway, Suite 907, New York, NY 10001.

Effective Date: August 1, 2006