DIRECTV/NFL SUNDAY TICKET SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE OR DIRECTV ACCOUNT NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING.

THE FOLLOWING PROMOTION IS INTENDED FOR VIEWING AND PARTICIPATION IN THE UNITED STATES ONLY. YOU ARE NOT ALLOWED TO ENTER THE SWEEPSTAKES IF YOU ARE NOT A LEGAL U.S. RESIDENT LOCATED IN THE UNITED STATES AT THE TIME OF ENTRY.

1. How to Enter:The DIRECTV/NFL SUNDAY TICKET Sweepstakes ("Sweepstakes") begins at 12:01 a.m. (Eastern Time ["ET"]) on June 20, 2002 and ends at 11:59 p.m. ET on August 15, 2002 ("Sweepstakes Period"). Two Ways to Enter. 1) ("On-line Entry"): To enter, log on to www.DIRECTV.com/NFLsweeps, fill in the online entry form and submit it in accordance with the on-screen directions during the Sweepstakes Period and you will be entered ("On-line Entry"); or 2) ("Mail Entry"): Legibly hand-print your name, complete address, ZIP code, age, plus day and evening phone numbers (including area code) on a postcard or 3˝ " x 5" card and then mail the card to: DIRECTV/NFL SUNDAY TICKET Sweepstakes, P.O. Box 8502, Calabasas, CA 91372-8502. Limit of one entry per person permitted, regardless of the entry method. All On-line Entries are due by 11:59 p.m. ET on August 15, 2002. Mail Entries must be postmarked by August 15, 2002 and received by August 20, 2002. No mechanically reproduced entries permitted. DIRECTV, Inc. (the "Sponsor"), and RPMC, Inc. ("Sweepstakes Administrator") will not verify receipt of entries. All entries submitted become the sole property of Sponsor and will not be returned. All requested information must be provided or entry will be void.

2. Eligibility: Sweepstakes open only to lawful permanent residents of the United States (except residents of Florida) who are 18 years or older and are physically located in the U.S. at the time of entry. Sweepstakes is void in Florida, Puerto Rico, all U.S. territories and possessions and where prohibited by law. Employees, officers, directors, representatives and agents of DIRECTV, Inc., and RPMC, Inc., and each of their respective parent companies, affiliates, subsidiaries, retailers, sales representatives, distributors, and advertising and promotion agencies, as well as the immediate families and those living in the same household of each, are ineligible to participate in this Sweepstakes.

3. Drawing and Notification: Winners will be selected in a random drawing from among all eligible entries received via either entry method on or about August 22, 2002 by RPMC, Inc., an independent judging organization whose decisions, along with those of the Sponsor, are final and binding in all respects relating to this Sweepstakes. ODDS OF WINNING A PRIZE ARE BASED UPON THE TOTAL NUMBER OF ELIGIBLE ENTRIES RECEIVED. Potential Grand Prize winner will be notified by telephone only. If potential Grand Prize winner cannot be reached within three (3) calendar days from the first notification attempt, then such person shall be disqualified and there will be a random drawing to select an alternate winner. All other winners will be notified by telephone, email or mail.

4. Prizes: A trip for two to Phoenix, Arizona to attend the Arizona Cardinals vs. New York Giants NFL football game on September 29, 2002. Trip consists of: Round-trip coach air transportation for two (2) persons from the U.S. airport gateway nearest to Grand Prize winner's residence to Phoenix; four (4) days/three (3) nights deluxe hotel accommodations (double occupancy) at the Arizona Biltmore Resort; breakfast each morning; admission to the Arizona Cardinals vs. New York Giants football game (seats are located in a Luxury Suite); "meet and greet" with NFL player Jake Plummer; a choice of one of the following for winner and his/her guest: one round of golf at the Arizona Biltmore Adobe or Links course (cart and rental clubs included) or a spa treatment consisting of one of the following options-massage, facial or manicure/pedicure; $500 spending money (for winner only) and rental car for the duration of your stay (designated licensed driver must be 21 years or older; excludes gas, tolls, parking, collision damage waiver, insurance, and is subject to car rental terms and conditions. If winner or guest does not meet car rental terms, Sponsor will provide round-trip transfers between airport and hotel). (Approx. Retail Value ["ARV"] $4,498.00). Travel for Grand Prize Winner and travel companion must be taken on September 27 - 30, 2002. Winner is responsible for transportation to and from U.S. airport gateway and his/her residence, including but not limited to any costs associated therewith. Prize will be forfeited if winner is unable to travel on designated dates. All travel arrangements must be made by Sponsor's agent. Winner must arrange travel with Sponsor's agent at least 20 days in advance. Exact travel dates and arrangements are subject to availability and blackout periods. Meals, taxes, gratuities and all other expenses not specifically identified in these Official Rules are the sole responsibility of the Grand Prize winner. While the Sponsor will make every effort to provide the "meet and greet" with Jake Plummer, due to potential changes in his schedule, illness and/or other factors not within Sponsor's control, Jake Plummer's attendance at the scheduled event is SUBJECT TO AVAILABILITY. In the event that Jake Plummer cancels his appearance, all trip elements pertaining to the prize (excluding Jake Plummer's participation) will still be offered. Sweepstakes Entities are not responsible for any cancellations, delays, diversions or substitutions, or any act or omission whatsoever with respect to the Grand Prize, including but not limited to acts or omissions by athletes, spectators, or event producers with respect to the Prize. Fifty (50) First Prizes: One (1) Microsoft X-Box™ Video Game System with one (1) NFL Blitz 20-03 Video Game (ARV $350.00 each). Fifty (50) Second Prizes: DIRECTV/NFL SUNDAY TICKET Golf Putter (ARV $75.00 each). Prizes are non-transferable and no substitutions or cash redemptions will be made, except at Sponsor's sole discretion. Sponsor reserves the right to substitute a prize of equal or greater value if a prize cannot be awarded as described for any reason. Limit one prize per person/family/household/DIRECTV account. Prizes will be awarded to verified winners. Total ARV of all prizes is $25,748.00.

5. Prize Conditions: Potential Grand Prize winner will be required to execute an Affidavit of Eligibility, a Liability Release and a Publicity Release (collectively, "Affidavit/Release"). Travel companion of potential winner (if any) must be at least 18 years old and must sign a Liability and Publicity Release prior to travel. If Grand Prize winner or his/her travel companion is deemed a minor in his/her state of residence, then the parent or legal guardian of such minor must also sign any documents required herein and must accompany minor on trip at his/her own expense (if he/she is not the designated travel companion). Such documents must be returned by the date and/or time indicated within such documents. If potential Grand Prize winner fails to return such documents within that time or if a potential winner is found to be ineligible, or if a potential winner does not comply with the Official Rules, then the potential winner will be disqualified and an alternate winner will be selected. If prizes or prize notifications are returned as undeliverable or are unclaimed, this will result in disqualification and an alternate winner will be selected. All federal, state or other tax liabilities (including income taxes) arising from this Sweepstakes will be the sole responsibility of each winner. Except where prohibited by law, each winner's entry and acceptance of a prize constitutes permission for the Sweepstakes Entities and those acting under their authority to use winner's and his/her travel companion's (if any) name, photograph, likeness, statements, biographical information, voice, and city and state address on a worldwide basis, and in all forms of media, in perpetuity, for advertising and promotion purposes without review or further compensation.

6. Sweepstakes Conditions: This Sweepstakes is subject to all applicable federal, state and local laws. By participating in this Sweepstakes, entrants agree to be bound by these Official Rules and the decisions of the Sponsor and Sweepstakes Administrator (which are final and binding in all matters relating to this Sweepstakes) and waive any right to claim ambiguity in the Sweepstakes or these Official Rules. Each entrant, by participating in the Sweepstakes, releases, discharges, indemnifies and holds harmless DIRECTV, Inc., the NFL and its member teams, and RPMC, Inc., their parent companies, affiliates, subsidiaries, retailers, sales representatives, distributors and advertising and promotion agencies, as well as each of their respective officers, directors, employees, representatives and agents from and against any claims, damages or liability due to any injuries, damages or losses to any person (including death) or property of any kind resulting in whole or in part, directly or indirectly, from acceptance, receipt, possession and/or misuse or use of any prize, or participation in any Sweepstakes-related activity or participation in this Sweepstakes, or for any typographical or other error in the printing, offering or announcement of any prize. Each winner further acknowledges that said parties have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to any prize, including, but not limited to, its quality, mechanical condition or fitness for a particular purpose. Winners assume all liability for any injury or damage caused, or claimed to be caused, by participating in this Sweepstakes or use or redemption of any prize. DIRECTV may collect information that you provide to enter the sweepstakesand DIRECTV will use personal information you provide to enter the sweepstakes to actually conduct the sweepstakes. It may further use the personal information to send you information about DIRECTV. DIRECTV will provide you with an opportunity to opt-out of receiving this information at any time after you first receive such information from DIRECTV. DIRECTV may also provide the personal information you provide to enter this sweepstakes to third party fulfillment companies so that such companies may process and deliver prizes to winners. NFL Enterprise and the National Football League have not offered or sponsored this sweepstakes in any way.

7. Limitations of Liability: Sponsor is not responsible for late, lost, damaged, misdirected, incorrectly addressed, incomplete, illegible, undeliverable, destroyed, or postage-due Mail Entries, and/or lost, late, misdirected, undeliverable or incomplete On-line Entries due to system errors and failures, or faulty transmissions or other telecommunications malfunctions and/or On-line Entries not received resulting from any hardware or software failures of any kind, lost or unavailable network connections, or failed, incomplete or garbled computer or telephone transmissions, typographical or system errors and failures, or faulty transmissions, or for any problems or technical malfunction(s) of any telephone network or lines, computer online systems, servers or providers, computer equipment, or entries not received by Sponsor on account of technical problems, or any combination thereof, including other telecommunications malfunctions which may limit an entrant's ability to participate. Sponsor may prohibit an entrant from participating in the Sweepstakes or winning a prize if, in its sole discretion, it determines that said entrant is attempting to undermine the legitimate operation of the Sweepstakes by cheating, hacking, deception, or other unfair playing practices or intending to annoy, abuse, threaten or harass any other entrants or Sponsor representatives. Sponsor assumes no responsibility for computer system, phone line, hardware, software or program malfunctions or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Sponsor is not responsible for incorrect or inaccurate entry of information caused by any of the equipment or programming associated with or utilized in the Sweepstakes or by any technical or human error which may occur in the processing of the entries in the Sweepstakes. Sponsor assumes no responsibility for any error, omission, interruption, deletion, theft or destruction, or unauthorized access to, or alteration of entries and is not responsible for errors in printing or presentation of the Sweepstakes. Entries received from persons residing in geographic areas in which entry is not permissible will be disqualified. CAUTION: ANY ATTEMPT BY AN ENTRANT TO UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY'S FEES) FROM ANY SUCH ENTRANT TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. Any dispute or claim arising out of the play of this Sweepstakes will be resolved in the U.S, and shall be governed by the laws of the State of California, without respect to its conflicts of laws or principles. Any such claim shall be brought and maintained in the federal or state courts of the State of California. If any provision of these Official Rules is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision. Entries that have been tampered with are void. Sponsor reserves the right to disqualify any entrant that Sponsor determines, in its sole discretion, has threatened the operation of this Sweepstakes or violates these Official Rules.

8. Rules/Winners List: To receive a winners list (available after August 30, 2002), send a self-addressed, stamped envelope for receipt by October 31, 2002 to: DIRECTV/NFL SUNDAY TICKET Sweepstakes, P.O. Box 8991, Calabasas, CA 91372-8991. Please specify "Winners List". For an additional copy of these Official Rules, send a self-addressed, stamped envelope for receipt by August 15, 2002 to the same address. Please specify "Rules." VT residents may omit return postage. You may also view the Official Rules by visiting www.DIRECTV.com/NFLsweeps.

9. Sponsor: DIRECTV, Inc., 2230 Imperial Hwy, El Segundo, CA.

10. Sweepstakes Administrator: RPMC, Inc., 24013 Ventura Blvd., Calabasas, CA.

"NFL," the NFL Shield design, "NFL SUNDAY TICKET" and its respective logo are registered trademarks of the National Football League and its affiliates.