GHIRARDELLI CHOCOLATE “SCRATCH & WIN”
OFFICIAL RULES
NO PURCHASE IS NECESSARY TO PARTICIPATE

1. PROMOTION DESCRIPTION. The “Scratch & Win” at Ghirardelli Chocolate Company consists of an "In-Store Game" taking place at Ghirardelli Ice Cream & Chocolate Shop (900 North Point, San Francisco, CA). The In-Store Game is referred to as "the Game" in these Official Rules. As set forth more fully elsewhere in these Official Rules, there is one way to play the Game:
1. Instant Win - win by scratching off the "Instant Win Scratch Off Cards" as part of the In-Store Game;

The In-Store Game begins on or about April 14, 2008 and is scheduled to end on or about July 30, 2008, or while distribution supplies last. The Game is being conducted in the US with these Official Rules. By participating in the Game in the US, each participant, and his or her parent or legal guardian if the participant is an eligible minor, unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Ghirardelli Chocolate Company ("Sponsor"), which shall be final and binding. Sponsor in its sole and absolute discretion may engage various third parties to administer various aspects of the Game on its behalf, and references to "Sponsor" in these Official Rules shall be deemed to include such third parties.

2. WHO IS ELIGIBLE TO PLAY. The In-Store Game is open only to guests who are age 18 years of age or older as of April 14, 2008. Any person who on or after April 1, 2007, was or is a Ghirardelli Chocolate Company employee is not eligible to play.
3. HOW TO OBTAIN A SCRATCH-OFF CARD. Obtain a Scratch-Off card, while supplies last, at: (a) Ghirardelli Ice Cream & Chocolate Shop (located at 900 North Point, San Francisco, CA).
1. In Store. Get a Scratch-Off card automatically by visiting the only participating Ghirardelli Ice Cream & Chocolate Shop (located at 900 North Point, San Francisco, CA) and purchasing any retail item.
2. Without Purchase. To participate without making a purchase, request in person a Scratch-Off Card at Ghirardelli Ice Cream & Chocolate Shop (located at 900 North Point, San Francisco, CA). One Scratch-Off card per person per visit while supplies last will be given. If the In-Store Game runs long, these dates are subject to a corresponding extension.
4. HOW TO PLAY.
1. Instant Win Obtain a Scratch-Off card and carefully scratch off the gray area on the front of the card to determine if it reveals an instant win prize.

                     ii.            Instant Win. If a Scratch-Off Card reveals a prize identified in these Official Rules (the "Instant Win Scratch-Off Card"), then the participant is the potential winner of that prize, subject to verification of the Instant Win Scratch-Off Card and the participant's compliance with these Official Rules. See Rule 9 "HOW TO REDEEM/DEADLINES".

5. IN-STORE GAME PRIZES / ODDS / DETAILS. Approximately 100,000 total Scratch-Off Cards are available for distribution at Ghirardelli Ice Cream & Chocolate Shop (located at 900 North Point, San Francisco, CA).

                                 .            Grand Prize. One-hundred and forty (140) Grand Prizes are available. Each Grand Prize consists of 2 tickets to one baseball game in San Francisco. The Grand Prize winner can choose a game of their choice pending availability of the tickets remaining based on previous winner’s choices.

                              a.            In-Store Game Instant Win Prizes.

                                               i.            Average retail values ("ARV") of free Ghirardelli Prizes (each, a "Free Prize") are based on Sponsor's average menu board prices as of April 14, 2008. Specialty Sundae ARV: $7.95; any Small Squares Chocolates Bag ARV: $7.95; any Chocolate Bar ARV: $3.95. The odds of winning a Ghirardelli Chocolate “Free Prize” over the course of the Game are approximately 1 in 20. Odds are higher for specific Free Prizes.

                                             ii.            Other “Discount Prizes” include 10% off your online order at http://shop.ghirardelli.com, 15% off your online order at http://shop.ghirardelli.com, 15% off your next purchase at Ghirardelli Ice Cream & Chocolate Shop, 20% off your next purchase at Ghirardelli Ice Cream & Chocolate Shop, and Buy 1 Specialty Sundae (at $7.95 or higher), Receive 1 Specialty Sundae Free (Free Sundae must be of equal or lesser value +than the sundae paid for). The odds of winning a Ghirardelli Chocolate “Discount Prize” over the course of the Game are approximately 9 in 10. Odds are higher for specific Discount Prizes.

6. GENERAL PRIZE RESTRICTIONS. All ARVs in these Official Rules are stated in US Dollars. All details and other restrictions of prizes not set forth in these Official Rules will be determined by Sponsor in its sole discretion and will be provided to the applicable prize winner upon award of the prize. No interest will be paid on any cash prizes. No cash alternative or substitution of any prize will be provided (other than as may be expressly provided in the prize descriptions above), except Sponsor, in its sole discretion, reserves the right to substitute a prize of equal or greater value if any prize cannot be awarded as described due to unavailability for any reason. All income taxes (including, without limitation, federal, state, and local income taxes) on or connected with any prize, and the reporting consequences thereof, are solely the responsibility of respective winners. If required by law, Sponsor reserves the right to withhold and remit to the appropriate taxing authorities the amount of any taxes due.
7. HOW TO REDEEM / DEADLINES.

                                 .            In-Store Game - Free and Discount Prizes. Free and Discount Prizes may be redeemed at any participating Ghirardelli Ice Cream & Chocolate Shop (or online at http://shop.ghirardelli.com where applicable) in the US on or before December 31, 2008, and may be redeemed only during the hours the menu item is served and only on a future visit. Free and Discount Prize Scratch-Off Cards are subject to verification and are not valid in combination with any other offer or discount. Limit one (1) Free or Discount Prize per eligible person per visit. Instant Win Scratch-Off Cards must be presented for redemption before the order is placed or before transaction is finalized. Ghirardelli Ice Cream & Chocolate Shops reserve the right to substitute a menu item of equivalent or greater retail value for the Free Prize specified. Note: The Scratch-Off Card must be surrendered at the time of the Free or Discount Prize redemption and will thereafter be deemed invalid thereafter.

8. VERIFICATION. The Instant Win Prize is subject to verification by the independent judging organization at the restaurant, in person, upon Entry, subject to the terms outlined in Rule 4a. Winning Scratch-Off Cards for Ghirardelli Free & Discount Prizes are subject to verification at participating Ghirardelli Ice Cream & Chocolate Shops. Game materials are null and void and will be rejected if not obtained through Legitimate Channels. For purposes of clarification, the purchase of Scratch-Off Cards via online or live auctions does not constitute Legitimate Channels. If any part of any Scratch-Off Card is counterfeited, illegible, mutilated, or tampered with in any way, if it contains or reflects printing, typographical, mechanical or other errors or discrepancies, or if it comes from other games or promotions, Scratch-Off Card, as applicable, will be deemed void. Each participant acknowledges and agrees that the decisions of Sponsor shall be final, binding and conclusive in all matters relating to the Game, including without limitation determinations regarding the validity of Scratch-Off Cards. Any person attempting to forge Game materials or defraud Ghirardelli Chocolate Company in any way in connection with this Game may be prosecuted to the fullest extent permitted under the law.
9. GENERAL RELEASE AND CONDITIONS OF PARTICIPATION. Participants assume all risk of loss, damage, destruction, delay and misdirection of Game materials and are advised to obtain insurance where appropriate. Sponsor is not responsible for: (i) incomplete, illegible, misdirected, late, lost, damaged, stolen, or postage-due submissions of Game materials, which may be judged void; (ii) any damage to an entrant's computer system or mobile phone which is caused or occasioned by accessing the Official Website, or redeeming an online or mobile prize; (iii) lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet or Wireless Service Providers, websites, or other connection, availability or accessibility problems arising in connection with or over the course of the Game; (iv) miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions or hardware or software malfunctions, failures or difficulties; (v) any technical malfunctions, failures, or difficulties, printing errors, color discrepancies, clerical, typographical or other error in any Scratch-Off Card, printed copy or artwork, any prize offering announcement or any Prize Claim Documents; or (vi) any errors of any kind, whether human, mechanical, clerical, electronic, or technical in nature; or (vii) the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor shall not be responsible for entering into correspondence with participants. By participating in the Game and redeeming a prize, each winner hereby releases and agrees to hold the Game Entities (defined herein) harmless from and against any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in the Game or any Game-related activity, or participation in any prize-related activities, or the receipt, use or misuse of any prize. Participants waive the right to assert as a cost of winning any prize, any and all costs of verification and redemption or travel to redeem said prize and any liability and publicity which might arise from redeeming or seeking to redeem said prize. By submitting potential winning Game materials, except where such condition is legally prohibited, each verified winner hereby agrees and grants Sponsor the right, but not the obligation, to the use of his or her name, voice and likeness, along with his or her address (city and state) and any statements made by or attributed to such winner in any and all media, now known or hereafter devised, without notice, review or approval, in perpetuity and throughout the universe for advertising and promotional purposes in connection with the Game and other promotions without further compensation, and releases the Game Entities from any liability with respect thereto.
10. DISCLAIMER OF WARRANTIES. Sponsor, and each of their respective parent companies, subsidiaries, affiliates, franchisees, local advertising cooperatives, advertising/promotion agencies, and all of their respective directors, officers, employees, representatives, and agents (collectively, the "Game Entities") make no warranties, and hereby disclaim any and all warranties, express or implied, concerning any prize furnished by third parties in connection with the Game. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH PRIZES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THE GAME ENTITIES HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
11. MISCELLANEOUS.

                                 .            Disqualification. It is the participant's responsibility to ensure they have complied in full with all of the conditions and requirements contained in these Official Rules. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Game; to be acting in violation of these Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Game, or to annoy, abuse, threaten or harass any other person. Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.

                              a.            Force Majeure / Printing and Production Errors. Sponsor reserves the right, without prior notice and at any time, to terminate the Game, in whole or in part, or modify, suspend or extend the Game in any way, or deem the affected Game materials void and invalid if it determines, in its sole discretion, that the Game materials in question reflect printing or other errors or if it determines, in its sole discretion that the Game is impaired or corrupted or that fraud or technical problems, failures or malfunctions (including, without limitation, computer viruses, glitches or printing or production errors) have destroyed or severely undermined the proper play, integrity, and/or feasibility of the Game. In the event Sponsor is prevented from continuing with the Game as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or manmade health epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal, state, provincial or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within Sponsor's control (each a "Force Majeure" event or occurrence), then subject to any governmental approval which may be required, Sponsor shall have the right to modify, suspend, extend or terminate the Game. Only the type and quantity of prizes described in these Official Rules will be awarded. If, due to printing or production errors or for any reason, more potential winners come forward seeking to claim prizes in excess of the number of each type of prize set forth in these Official Rules, the winners, or remaining winners, as the case may be, of the advertised number of prizes available in the prize category in question may be selected in a random drawing from among all persons making purportedly valid claims for such prize(s). Inclusion in such drawing shall be each entrant's sole and exclusive remedy under such circumstances.

                              b.            Invalidity. The invalidity or unenforceability of any provision of these Official Rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Headings and captions are used in these Official Rules solely for ease of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof. These Official Rules cannot be modified or amended in any way except in writing by a duly authorized representative of Sponsor. Ghirardelli Ice Cream & Chocolate Shop store management or store employees are not authorized to modify or amend these Official Rules.

                              c.            Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations as between participant and the Game Entities in connection with the Game shall be governed by and construed in accordance with the internal laws of the State of California including procedural provisions without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state's or jurisdiction's laws.

                              d.            Privacy. Information collected in connection with this Game may be shared with Sponsor's promotional partners to the extent necessary to fulfill prizes. Each Prize Supplier has its own online privacy policy that differs from the privacy policy applicable to the Official Website, and Sponsor encourages participants to review the privacy policy of any other website they may visit. Except as otherwise contemplated in these Official Rules, information collected by Sponsor in connection with Game will be used by Sponsor in accordance with the online privacy policy posted on the Official Website.

12. ARBITRATION PROVISION. By participating in this Game in the Territory (excluding Canada and Puerto Rico) each participant agrees that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) participant may have against the Game Entities arising out of, relating to, or connected in any way with the Game, the awarding or redemption of prizes, or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by the National Arbitration Forum (the "Forum") and conducted before a sole arbitrator pursuant to the Code of Procedure established by the Forum; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. 1-16; (3) the arbitration shall be held at a location determined by the Forum pursuant to the Code of Procedure (provided such location is reasonably convenient for participant), or at such other location as may be mutually agreed by the participant and Sponsor; (4) the arbitrator's decision shall be controlled by the terms and conditions of these Official Rules and any of the other agreements referenced herein that the applicable participant may have entered into in connection with the Game; (5) the arbitrator shall apply Illinois law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only the participant's and/or Sponsor's individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against the participant or Sponsor; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against Sponsor exceed $125 USD, and the participant is unable (or not required under the applicable Code of Procedure) to pay any fees and deposits that exceed this amount, Sponsor agrees to pay them and/or forward them on the participant's behalf, subject to ultimate allocation by the arbitrator. In addition, if the participant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sponsor will pay as much of the participant's filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Code of Procedure established by the Forum, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither Sponsor nor participant shall be entitled to arbitrate their dispute. For more information on the Forum and/or the Forum's Code of Procedure, participants may visit their Website at www.arb-Forum.com or contact them at National Arbitration Forum, P.O. Box 50191, Minneapolis, MN 55405, and (877) 655-7755.
13. OFFICIAL RULES. These Official Rules will be available at Ghirardelli Ice Cream & Chocolate Shop (900 North Point, San Francisco, CA) and online at http://shop.ghirardelli.com. To receive a copy of the Official Rules, mail a self-addressed stamped envelope to Ghirardelli Chocolate Company: SCRATCH & WIN - Official Rules Request, 1111 139^th Avenue, San Leandro, CA 94578. All requests must be received between April 14, 2008 and July 30, 2008. Vermont residents with a return address located in Vermont may omit return postage. Limit one request per outer envelope.