GAME OF SKILL: BASEBALL MANAGER IS A GAME OF SKILL.
To win, users must have extensive knowledge of individual player's daily statistics, how hitters have performed against left-handed and right-handed pitching, and how starting and relief pitchers have performed in prior outings. Users must also know upcoming pitching rotations and batting lineups of actual major league teams and whether players have been benched or are injured. The more you know about the players and the teams playing in Major League Baseball the better your chances of winning.

2. ENTRY
Enrollments open on or about March 13, 2003. The deadline to enroll in Ultimate Baseball Manager and be eligible for prizes is 4:59 AM Eastern Time April 10, 2003. In addition, in order to be eligible for prizes you must be enrolled in a full league by the same date. Payment of the appropriate entry fee is required to register a team in Baseball Manager. Payment may be made online or by check.

3. WINNER SELECTION
Winners will be determined by judges appointed by the Sponsor based on the following objective criteria:

To be eligible for any prize, you must satisfy the Official Rules and the Terms and Conditions .

You must play in an Ultimate Baseball Manager League that plays 162 games.

You must win both (i) the regular season championship in their league; AND (ii) the playoff championship in their league.

If there is more than one team remaining, the teams will be ranked by the League Strength. League Strength is determined as follows: League Strength Number = the sum of:

9* number of games back the 2nd place team is +
8* number of games back the 3rd place team is +
7* number of games back the 4th place team is +
6* number of games back the 5th place team is +
5* number of games back the 6th place team is +
4* number of games back the 7th place team is +
3* number of games back the 8th place team is +
2* number of games back the 9th place team is +
1* number of games back the 10th place team is

The team with the Lowest League Strength number is ranked first, followed by the team with the next lowest League Strength number and so on.

There will be separate rankings for the American League and the National League and the All-Universe League.

A grand prize, second prize and third prize will be awarded separately to an American League team and a National League team and an All-Universe team. If there is a tie in either or both leagues, the teams that tie will then be ranked first by which team has the fewest team errors for the season. If there is still a tie, the teams will next be ranked by which team has the highest team Batting Average. If there is still a tie, the teams that are tied will then be ranked by which team has the lowest team Earned Run Average.

If, for any reason, no one plays 162 games, those eligible for the prizes will be those teams that have played in the most games offered by Ultimate Baseball Manager. If, for any reason, no one team in any of the three leagues has won both the regular season and the playoff championship, then teams that win the regular season will be ranked by the League Strength in accordance with above to determine the grand prize and other winners and then by the tiebreakers, if necessary.

Winners will be determined by November 15, 2003. All decisions by the judges shall be final.

4. PRIZES
The prizes for Ultimate BBM are as follows:

FIRST PLACE PRIZE WINNERS: (3) The overall winners in each of the three divisions (AL-only, NL-only and AL/NL combined) will receive a three day/two night fantasy games trip for two to spring training at Disney's Wide World of Sports. Estimated retail value $2000.

LEAGUE WINNERS: Each league winner will receive an ESPN spring training windshirt. Estimated retail value $50.

PLAYOFF WINNERS: The playoff winner in each league will receive a Baseball Manager Playoff Champion Banner. Approximate Retail Value: $9.95

Prizes awarded may be subject to legal restrictions. You agree that in the event that the award of prizes to winners of Baseball Manager is challenged by any legal authority, ESPN has the sole right to determine whether or not to award such prizes and whether or not to refund previous payments made by you. In such an event, ESPN shall have no liability to any participants. 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 ESPN reserves the right to substitute a prize of equivalent value or greater. All prizes are awarded AS IS and WITHOUT WARRANTY OF ANY KIND, express or implied (including without limitation, warranty of merchantability or fitness for a particular purpose). ALL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZE AND ANY SHIPPING AND HANDLING CHARGES ARE THE SOLE RESPONSIBILITY OF THE WINNER.

NOTIFICATION AND ACCEPTANCE: Winners will be notified by email and regular mail within seven (7) days after the date the winners are determined. Winners must sign and return an affidavit of eligibility and acceptance of these Official Rules and a publicity/liability release (unless prohibited by law) within fifteen (15) days after receipt of notification. All travelers will be required to sign and return a release of liability prior to departure. Failure to comply with these requirements may result in disqualification and the selection of the participant with the next highest ranking. Any prize notification returned as undeliverable may result in disqualification and selection of an alternate winner. ESPN will attempt to contact overall winners via phone and/or email in order to fulfill prizes at least 3 times or for a period of 30 days. If the winner is unable to be reached, this may result in disqualification and selection of an alternate winner. In the event of a dispute about the identity of a participant, the participant will be declared to be the authorized account holder of the email address submitted at the time of entry. "Authorized account holder" is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider, or other organization that is responsible for assigning email addresses for the domain associated with the submitted email address. Winner may be required to provide the Sponsor with proof that the Winner is the authorized account holder of the email address associated with the winning team. Winners will receive their prize within 6 to 8 weeks of Sponsor's receipt of the signed form.

5. ELIGIBILITY
Residents of Montana, Vermont, Louisiana, Minnesota, Florida, Missouri, Rhode Island and Arizona and the province of Quebec may play Baseball Manager and have their places noted in the standings but are not eligible to win any prizes. This game is open to legal residents of all other states of the United States, Puerto Rico and the provinces of Canada. Persons residing in other jurisdictions (outside of the United States, Puerto Rico and Canada) may play the game (unless this game or enrollment into this game 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, employees, representatives, agents and consultants of ESPN, GameLine, their distributors, divisions and subsidiaries, their immediate families, and directors, officers, consultants, representatives, agents and employees of the game promotional partners are not eligible to win any prize. 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. Recipients of complimentary accounts may play the game but will not be eligible for prizes.

6. TERMS
By participating in Baseball Manager you (and if you are a minor, your parents or legal guardian) release and agree to hold harmless ESPN, GameLine and any of its respective affiliates, directors, officers, employees, consultants, and agencies (collectively, the "Released Parties") from any liability whatsoever for any claims, costs, injuries or damages of any kind arising out of or in connection with Baseball Manager, 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 guardian further agree to indemnify each of the Released Parties from any claims, costs, injuries, losses, or damages described in the preceding paragraph that may be suffered by you.

KEEPER LEAGUES: If you enroll this year in a Keeper League, you are entitled to play in that league for 2003 and 2004, subject to the requirements herein. If you enrolled in a Keeper League last year, you may extend the status of the Keeper League to 2004 by paying the enrollment fee associated with that extension. You must pay all fees associated with your team in a Keeper League when due. There are no refunds for monies paid to enroll in a Keeper League. In addition, you understand and agree that if you do not access your team in your Keeper League, and submit your team for the 2004 season by the date that is ten days before general enrollments open in the 2004 season (or such other later date as determined by GameLine) , then you forfeit that team and all rights you may have in that team and that you will not be entitled to any refund for monies paid.

If you are a minor or under the age of 18, your parents or legal guardian further agree to indemnify each of the Released Parties from any claims, costs, injuries, losses, or damages described in the preceding paragraph that may be suffered by you.

7. CONDUCT
If, for any reason, any portion of Baseball Manager is not capable of running as planned, such reasons to include, but not be limited to, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of ESPN, GameLine, which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the game, then ESPN, reserves the right to modify, suspend or cancel the game or any portion thereof. ESPN reserves the right, at its sole discretion, to disqualify any participant who violates these Official Rules or the associated Terms and Conditions incorporated herein, or who tampers with the enrollment process, or who engages in any conduct detrimental to ESPN, the game or any other participant (in each case, as determined by ESPN in its sole discretion), to suspend or terminate any participant whose eligibility is in question, and to cancel, terminate, modify, or suspend this game at any time. Any attempt by any person to deliberately damage any web site or undermine the legitimate operation of Baseball Manager, is a violation of criminal and civil laws and should such an attempt be made, ESPN reserves the right to seek from any such person damages and any other remedies available to ESPN to the fullest extent permitted by law.

8. LIMITATIONS OF LIABILITY
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 is in any way responsible or liable for any problems or technical malfunctions of any telephone network or lines, computer online systems, servers or providers, including online service and Internet access providers, computer equipment, software, failure of any email or enrollment to be received by ESPN 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 material in Baseball Manager.

9. OFFICIAL RULES/WINNERS LIST
Baseball Manager is subject to these Official Rules and the Terms and Conditions, and any other rules expressly referenced herein. Copies of the Official Rules and the Terms and Conditions may be obtained by sending a self addressed stamped envelope to the Sponsor:

ESPN
935 Middle Street
Building #3
Bristol, CT 06010

Attn: Official Rules

A winners' list may be obtained after December 1, 2003 by sending a self addressed stamped envelope to the address above, Attn: Winners' List.

SPONSOR: The Sponsor of this game is ESPN, 935 Middle Street, Building #3, Bristol, CT 06010.

10. MISCELLANEOUS
The section headers contained herein are provided for convenience purposes only and shall not be used to modify or interpret these Official Rules. 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.

ESPN reserves the right to change these Official Rules at any time, in its sole discretion. ESPN reserves the right to halt, modify or suspend Baseball Manager at any time during the season for any reason.

In the event that the game is challenged by any legal or regulatory authority, ESPN reserves the right to discontinue or modify the game or to disqualify residents in the affected geographic area. In such event, ESPN shall have no liability to any players who are disqualified due to such an action.

Inquiries concerning entries will not be accepted. Entries will not be returned and become the exclusive property of the Sponsor.

These Official Rules will be governed and construed in accordance with New York law, without regard to conflict of law principles. Any dispute or claim arising out of or in connection with this game of skill shall be finally settled by binding arbitration in New York.