2. HOW TO ENTER:
Sweepstakes begins at 12:01am Pacific Time (PT) on 8/22/02 and ends at 11:59 PT on 12/5/02 ("Sweepstakes Period"). There are three ways to enter the sweepstakes: 1) During the Sweepstakes Period, complete the online sweepstakes entry form at www.collegesports.com/ultimatefan and submit as directed; 2) Complete an official entry form, available throughout the Sweepstakes Period at any Student Advantage FanFest Event, and deposit in the entry box provided; or 3) Mail a 3"x5" paper on which you have hand printed your name, address, daytime phone and the words "Ultimate Fan Sweepstakes" to: OCSN "Ultimate Fan Sweepstakes", 2035 Corte del Nogal, Suite 200 Carlsbad, CA 92001. Mail entries must be postmarked by 12/5/02 and received by 12/12/02. Limit one entry per person and email address, regardless of entry method. Multiple entries from the same person or email address or entries generated by a script, macro or other automated means will be disqualified. In the event of a dispute, internet entries will be deemed made by the authorized account holder of the email address submitted at the time of entry. The authorized account holder is the natural person who is assigned to the email address by an internet access provider, on-line service provider, or other organization that is responsible for assigning email addresses or the domain associated with the submitted email address. Entries that are incomplete, illegible or corrupted are void and will not be accepted for entry. All entries become the property of Sponsor and will not be acknowledged or returned. No photocopies or mechanically reproduced paper entries permitted. Sponsor is not responsible for any lost, late, delayed, illegible, incomplete, stolen, mutilated, postage due or misdirected entries or mail.

3. PRIZES:
One (1) Grand Prize consisting of (a) four (4) tickets to the NCAA National Championship game in Tempe, AZ on January 3, 2003 (Approximate Retail Value ("ARV") $1,600); (b) roundtrip coach airfare to the game for four (4) persons (ARV $2,000); (c) two (2) nights standard hotel accommodations for four (4) persons (double occupancy in two standard rooms) at a hotel determined by Sponsor, in its sole discretion (ARV $800); (d) ground transportation to and from the airport and to and from the hotel to the game for four (4) persons (ARV $200); (e) a tailgate party consisting of catered food and beverage for four (4) plus space in a 10' x 10' tent including chairs and miscellaneous utensils (ARV $500); and (f) four (4) fan kits each consisting of a team t-shirt, team hat and team jersey (ARV $500). Total ARV of Grand Prize is $5,500. Actual retail value will depend on winner's place of residence, and airline chosen by Sponsor. Except as specifically listed herein, the prize does not include meals, transfers, ground transportation, gratuities or any other expenses. Travel subject to availability; certain restrictions and blackout dates may apply. Departure must be from a major gateway airport near winner's residence to be determined by Sponsor. Tickets must be obtained and booked through a travel agency chosen by Sponsor. If winner cannot travel on dates specified by Sponsor, prize will be forfeited and the prize may be awarded to an alternate. Winner's travel companions must sign a release before ticketing. Any traveler under 18 must be accompanied by a parent or legal guardian. Except as expressly permitted by Sponsors, winner and all travel companions must travel on the same itinerary.

Two (2) First Prizes: a Thermos Grill-2-Go propane grill. ARV of each grill is $250.

Five (5) Second Prizes: a fan kit consisting of team t-shirt, team hat and team jersey. ARV of each fan kit is $125.

Winners shall be responsible for all federal, state and local taxes on the value of their prize and any other expenses on the receipt and use of their prize.

4. PRIZE WINNER SELECTION:
Prize winners will be selected in a random drawing, conducted on or about 12/13/02 from among all eligible entries received from all entry methods combined. Drawing will be conducted by Student Advantage, Inc., whose decisions regarding all matters related to the Sweepstakes shall be final and binding. Winners will be notified by mail and will be required to complete, have notarized and return an Affidavit of Eligibility and Liability Release and, where legal, a Publicity Release within seven days of receipt. If winner is not of the age of majority in the state of residence ("minor"), the prize will be awarded in the name of the parent or legal guardian. Prize is neither transferable nor exchangeable for cash; however Sponsor reserves the right to substitute a prize of comparable or greater value due to unavailability. If a prize is refused or prize notification is returned or deemed undeliverable, an alternate winner will be selected. The odds of winning depend on the number of eligible entries received.

5. GENERAL:
Void wherever prohibited by law. Sponsor is not responsible for error, omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone, computer, hardware or software malfunctions of any kind, or inaccurate transmission of, or failure of Sponsor to receive entry information on account of technical problems or traffic congestion on the Internet or at any Web site or any combination thereof. Sponsor is also not responsible for any injury or damage to entrant's or any other's computer related to or resulting from playing or downloading any materials in the sweepstakes, or for entries or mail that are late, lost, misdirected, damaged or postage-due. Sponsor reserves the right, in its sole discretion, to cancel the sweepstakes in its entirety, or only the online portion, if it becomes technically corrupted or because of non-authorized human intervention. In that event, Sponsor will select winner from all eligible entries received prior to exercising its rights to suspend or cancel the sweepstakes and will post notification of cancellation on www.collegeclub.com. CAUTION: ANY ATTEMPT BY A CONTESTANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO PROSECUTE ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. By entering, participants (a) agree to these official rules and the decisions of the Sponsor and judges which shall be final in all respects; (b) release General Motors Corporation, Student Advantage, Inc.and their respective divisions, subsidiaries, affiliates, advertising and promotion agencies and their directors, officers and employees (collectively, the "Released Parties") from any and all liability for any injuries, losses or damages of any kind caused by their participation or resulting from acceptance, possession, use, or misuse of any prize; and (c) acknowledge that the Released Parties have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, expressed or implied, in fact or in law, relative to a prize including, but not limited to, its quality. Noncompliance with the official rules will result in disqualification. By entering this sweepstakes, entrants agree that they may receive marketing materials, communications and other materials from Sponsor, and affiliated or other companies whose products and services Sponsor believe might interest entrants at a future date. By entering the Sweepstakes, you agree that Sponsor can share personally identifiable information with General Motors Corporation and other companies for marketing purposes. If you are not interested in receiving future marketing materials, send an e-mail to fanoptout@studentadvantage.com. By accepting the prize, winner grants to Sponsor the right to use his/her name, likenesses, hometown and biographical information, for any lawful purpose, without further permission or compensation, except where prohibited by law.

6. WINNERS/RULES:
For the name of prize winner or a copy of the official rules, mail a stamped, self-addressed envelope to: OCSN "Ultimate Fan Sweepstakes" Winner/Rules, 2035 Corte del Nogal, Suite 200 Carlsbad, CA 92001. Please specify "winners list" or "rules" on the envelope. Only one request per envelope.

SPONSOR: Student Advantage, Inc., 280 Summer Street, Boston, MA 02210

ADMINISTRATOR: Student Advantage, Inc., 280 Summer Street, Boston, MA 02210