1.The following promotion is intended for viewing in the United States, Puerto Rico and Canada only and shall only be construed and evaluated according to United States and Canadian law. Persons residing in other jurisdictions are not eligible to win any prizes in connection with this promotion.

2. GAME OF SKILL; WINNER SELECTION. THIS IS A GAME OF SKILL. WINNERS WILL BE DETERMINED BY THE OBJECTIVE CRITERIA SET FORTH BELOW. From all eligible entries received, the winners will be determined by the participant who uses his or her skill and knowledge of the relevant football or fantasy football rules to accumulate the most adjusted points during ESPN's Fantasy Football (the "Game") according to the Game Rules.

Term runs from July 13, 1998 (Monday) to the end of the NFL Regular Season (Monday, Dec. 28). All entries, along with all copyright, trademark and other proprietary rights associated therewith, become the property of ESPN/Starwave Partners, a New York general partnership d/b/a ESPN Internet Ventures (hereafter "EIV"), upon submission, and will not be returned to any entrant.

3. ELIGIBILITY. Residents of Montana, Vermont, Louisiana, North Dakota, Minnesota, Arizona, and the province of Quebec may play and have their places noted in the standings, but are not eligible to win any prizes. This contest is open to legal residents of all other states of the United States, Puerto Rico and provinces of Canada. Persons residing in any other jurisdictions may enter (unless this contest or entry into this contest is prohibited by applicable local law), but will not be eligible to win any prizes. Persons under the age of 18 years may enter the contest only with parental permission. All federal, state and local laws and regulations apply. Canadian winners may be required to answer an additional skill question prior to being awarded any prize. Directors, officers and employees of EIV, ESPN Inc., Starwave Corporation, their distributors, divisions and subsidiaries, licensed retailers, their immediate families, and directors, officers and employees of the game promotional partners are not eligible. If any prize is won by a minor, the parent or legal guardian of such minor must sign and return the affidavit of eligibility and publicity/liability release and the prize will be awarded to the parent or legal guardian.

4. ESPN Fantasy Football may not be used in connection with any form of gambling.

5. DISCLAIMER. EIV, Starwave Corporation, and ESPN, Inc. will not be responsible for: (a) any late, lost, garbled, misdirected, incomplete, or damaged entries; (b) any game disruptions, injuries, losses or damages caused by events beyond the control of EIV; or (c) any printing or typographical errors in any materials associated with the game. EIV, ESPN, and Starwave Corporation, or any subsidiary or affiliated company of any of the foregoing, are not in any way responsible or liable for any damage, loss or injury (including death) resulting from participation in the Game and/or acceptance and use of any prize won. By entering the Game, you consent to being placed on a mailing list for promotional and other materials, and grant to EIV, ESPN, Inc., and Starwave Corporation the right to use and publish your proper name and state or province of residence online and in any other media in connection with the Game.

6. ENTRY. The deadline to join the Game and select players is 12:00 pm PT on September 3, 1998 (Thursday). NOTE: Payment of an entry fee of either $29.95 (First-time owners), $24.95 (Fantasy Baseball owners) or $19.95 (ESPN Insiders) is required to register a team. Additional entries are 10% off original price. Entries will only be accepted through the online entry and selection form. No faxed, mailed, electronically mailed, or phoned in entries are allowed. More than one entry is allowed per ESPN Fantasy Football account. Contestant's name, score, and percentile rating may be listed on the ESPN's website.

7. PRIZES.

Full Season Offer (17 week schedule)
• GRAND PRIZE WINNER (1)
  The Grand Prize winner receives a Sony AD3 Digital Satellite System, Cambridge SoundWorks Home Theater System (MovieWorks) with Harmon Kardon Receiver, JVC 32 inch TV, surge protector and self-installation kit for the DSS PLUS (DIRECTV Sports Package): Approximate retail value: US$3,000.

• SECOND PRIZE WINNERS (3)
  The second, third, and fourth place finishers receive a Cambridge SoundWorks Home Theater System Ensemble III plus Harmon Kardon Receiver. Approximate retail value: US$1,500/per.

• THIRD PRIZE WINNERS (6)
  The fifth through tenth place finishers receive an authentic leather ESPN Varsity Jacket. Approximate retail value: US$150/per.

• LEAGUE WINNERS
  All league winners have the choice of an ESPN Fantasy Football '98 souvenir miniature helmet or an ESPN Fantasy Football '98 T-Shirt. Approximate retail value: US$15/per.

• WEEKLY WINNERS (17)
  The team scoring the most total points during each week of FFL '98 play receives an authentic ESPN Fantasy Games hat. In the event that two or more teams tie for the highest overall point total during a given week, the highest scoring of the tied teams in the subsequent week of FFL play is awarded the prize.

All prizes will be awarded regardless of the number of participants or amount of entry fees received. Prizes are not transferable and no substitution of prizes is permitted except that EIV reserves the right to substitute a prize of equivalent value or greater if a prize is unavailable. All prizes are 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 TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZES AND ANY SHIPPING OR HANDLING CHARGES ARE THE SOLE RESPONSIBILITY OF THE WINNER.

8. NOTIFICATION. Winners will be notified by e-mail and regular mail within seven (7) days after the date the winners are determined and must sign and return an affidavit of eligibility and acceptance of these Fantasy Football Legal Restrictions and a publicity/liability release (unless prohibited by law) within fifteen (15) days following attempted notification. Failure to comply with this requirement may result in disqualification and selection of an alternate winner. Any prize notification returned as undeliverable may result in disqualification and selection of an alternate winner. By accepting any prize, the winners grant permission to EIV, ESPN, Inc., and Starwave to use their names and/or likenesses for publicity and promotional purposes without further compensation, unless prohibited by law, and agree to execute a written consent. In the event of a dispute about the identity of any entrant, entries made online will be declared made by the authorized account holder of the e-mail address submitted at time of entry. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider or other organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. A potential winner may be required to provide the sponsors with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry.

9. GENERAL RELEASE. By participating in the ESPN Fantasy Football, you (and, if you are a minor, your parents or legal guardians) release and agree to hold harmless EIV, ESPN, Inc., Starwave Corporation, participating sponsors and any of their respective parent companies, subsidiaries, affiliates, directors, officers, employees and agencies (collectively, the "Released Parties") from any liability whatsoever for any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the Game or acceptance, possession, or use of any prize (including, without limitation, claims, costs, injuries and losses related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.

IF YOU ARE A MINOR OR UNDER THE AGE OF 18, YOUR PARENTS OR LEGAL GUARDIANS FURTHER AGREE TO INDEMNIFY EACH OF THE RELEASED PARTIES FROM ANY CLAIMS, COSTS, INJURIES, LOSSES, OR DAMAGES DESCRIBED IN THE PRECEDING PARAGRAPH WHICH MAY BE SUFFERED BY YOU.

10. INTERNET/TECHNOLOGY PROBLEMS. If for any reason the Internet portion of the program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of EIV, Starwave Corporation, and/or ESPN, Inc., which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this game and contest, EIV, Starwave Corporation, and ESPN, Inc. reserve the right at their sole discretion, to disqualify any individual who violates these Legal Restrictions or the associated Game Rules referenced herein, tampers with the entry process, or engages in any conduct detrimental to EIV, the Game or any other entrant (in each case as determined in EIV's sole discretion), to lock out any individual whose eligibility is in question, and to cancel, terminate, modify or suspend this Game at any time. Released Parties assume no responsibility for, and will not be liable for, any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of entries. No responsibility is assumed for lost, late, misdirected, incomplete or garbled transmissions. None of the Released Parties are in any way responsible or liable for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, software, failure of any e-mail or entry to be received by EIV on account of technical problems 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 of any materials in this Game. CAUTION: ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE GAME IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, EIV RESERVES THE RIGHT TO SEEK FROM ANY SUCH PERSON DAMAGES AND ANY OTHER REMEDIES AVAILABLE TO EIV TO THE FULLEST EXTENT PERMITTED BY LAW.

11. RULES; WINNERS LIST. This Game is subject to these Legal Restrictions and Game Rules, and any other rules sets expressly referenced herein. Game entrants agree to abide by the terms of these Official Rules and by the decisions of the judges, which are final on all matters pertaining to this game. EIV reserves the right to change these Official Rules at any time, in its sole discretion. Official rules may be obtained on the ESPN SportsZone site at http://espn.com or by sending a SASE to:

ATTN - ESPN Fantasy Football
Starwave Corporation
13810 SE Eastgate Way, Suite 400
Bellevue, WA 98005.

A winner's list may be obtained one day after the conclusion of the NFL Regular Season by sending a SASE to the address above.

12. HEADERS. The section headers contained herein are provided for convenience purposes only and shall not be used to modify or interpret the terms of these Official Rules.

13. SEVERABILITY. In the event that any provision of these Official Rules is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of the Official Rules shall remain valid and enforceable according to its terms. The parties intend that the provisions of these Official Rules be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable.