NO PURCHASE NECESSARY TO ENTER OR WIN.

To Enter. Sweepstakes begins at 12:00 a.m. PT on November 20, 2002 and ends at 11:59 p.m. PT on December 30, 2002. Any Affiliate meeting the relevant eligibility requirements will automatically be entered into the Sweepstakes. Any Affiliate may also send a postcard to Sponsor's address, attention to Veronica Young, post marked on or before December 30, 2002 as an alternate means of entry. All postcards must be received by 5:00 p.m. PT on January 7, 2003. Each postcard must contain the following information: Affiliate name, Affiliate site URL, name of designated contact at Affiliate website, address, phone number including area code and email address. One entry per postcard, maximum of five entries per Affiliate through either method of entry. Entries generated by a script, macro or other automated means are void. Entries which contain typographical or other errors or which are mutilated, altered, incomplete, tampered with, illegible, inaccurate, forged, irregular in any way, or otherwise not in compliance with these Official Rules are also void.

Eligibility. Sweepstakes is open to any Hotwire affiliate website which has applied for, been approved into and accepted the terms and conditions of the Hotwire Affiliate Program prior to entry date and which meet each of the following criteria: affiliate website's servers are located within the fifty United States or the District of Columbia AND the affiliate website is owned either by an individual who is a legal resident of the fifty United States or the District of Columbia or is owned by an entity organized under the laws of the fifty United States of the District of Columbia ("Affiliates"). Affiliates who have generated a monthly average of ten (10) or more transactions during the third quarter of fiscal year 2002 ("Active Affiliates") and who increase their average monthly transactions by at least five percent (5%) during the Sweepstakes period will automatically be eligible for entry. Affiliates who have generated a monthly average of less than ten (10) transactions during the third quarter of fiscal year 2002 ("Inactive Affiliates") will automatically receive one entry per every two (2) transactions generated during the Sweepstakes period. Officers, directors, stockholders, representatives, and employees of Sponsor, its parent, affiliates or subsidiaries, or their respective advertising, promotion, publicity, production, and judging agencies and their immediate families and household members, are not eligible to enter. This promotion is intended for viewing in the United States only, and entrants must be present in the United States at the time they enter.

Prizes: One (1) winner chosen from among all eligible entries received from Active Affiliates will receive air travel credits worth $3,000. One (1) winner chosen from among all eligible entries received from Inactive Affiliates will receive air travel credits worth $3,000. (Total approximate retail value: $6,000). The owner of each winning Affiliate website will be the recipient of the prize. If the owner of such winning Affiliate website is an entity, the entity will designate an employee to be the recipient of the prize. The air travel credits provided by Sponsor are subject to certain terms and conditions. Winner and travel companion (up to a maximum of 5 travel companions) must have the same itineraries for each travel segment. Airline reservations require a four-week advance notice. Certain travel restrictions and blackout dates may apply. Once travel is booked, no changes or cancellations will be accepted and there are no extensions or exceptions. All airfare tickets must be booked by June 30, 2003. Additional meals, incidentals, gratuities, and all other expenses not specifically mentioned herein are the sole responsibility of winner. All federal, state, and local taxes are winner's sole responsibility. No prize substitutions, transfers, or cash alternatives permitted except Sponsor reserves the right to substitute a prize of equal or greater value at Sponsor's sole discretion.

Drawing: The winners will be selected in a random drawing on or about January 8, 2003 of all eligible entries received. The drawing will be conducted by a judge, whose decisions are final and binding in all matters relating to this Sweepstakes. The winner will be notified by e-mail, telephone and/or mail. If we do not hear from the potential winner within 5 calendar days from the first notification attempt, then such person may be disqualified and an alternate winner will be selected. Only one prize per Affiliate. If winner is a minor in his/her state of residence, the prize will be awarded in the name of a parent or legal guardian. The odds of winning depend upon the number of eligible entries received.

Information: The information that you provide in connection with the Sweepstakes may be provided to third parties and may be used for Sponsor's internal purposes and to send you Sponsor's newsletters and other information about Sponsor and its products and services. If you do not want your information to be provided to third parties or if you would like your name removed from Sponsor's mailing lists or do not wish to receive Sponsor's newsletters or other information about Sponsor, write to us at the address below.

Entries and any other submitted material become the property of Sponsor and will not be acknowledged or returned. By entering, entrants agree to be bound by the decisions of the judge and these Official Rules and to comply with all federal, state and local laws and regulations. You are not a winner unless your submissions are validated. By entering, winner accepts all of the conditions, restrictions, requirements, and/or regulations required by Sponsor and also agrees to accept delivery of prize based upon availability. All entrants agree that the laws of the state of California shall apply (without regard to California's conflict of laws principles) exclusively to the Sweepstakes and that any dispute with respect to the Sweepstakes shall be resolved individually, without resort to any form of class action, in the state or federal courts of California. Sweepstakes is void where prohibited, taxed, or otherwise restricted.

Sponsor and those working for Sponsor or on Sponsor's behalf will not be responsible for lost, late, misdirected or damaged mail, for Internet, computer hardware and software, phone and other technical errors, malfunctions, and delays, or for any injury or damage to any participant's or any other person's computer relating to or resulting from participation or downloading any materials in the Sweepstakes. Proof of mailing does not constitute proof of delivery. Sponsor reserves the right in Sponsor's sole discretion to modify, cancel or suspend all or any portions of the Sweepstakes because of technical errors or malfunctions, viruses, hackers, or for other reasons that corrupt the Sweepstakes in any manner, and, in such event, Sponsor may award the prize in a random drawing from all eligible entries received up to the date of cancellation or suspension. Sponsor also reserves the right in Sponsor's sole discretion to disqualify any entrant who fails to comply with these Official Rules, who attempts to enter the Sweepstakes in any manner or through any means other than as described in these Official Rules, or who attempts to disrupt the Sweepstakes or to circumvent any of these Official Rules.

An Affidavit of Eligibility and Compliance with these Official Rules and a Liability and (unless prohibited) Publicity Release must be executed and returned by the potential winner and the potential travel companion(s) within 10 days after such documents are sent to the addresses provided by such potential winner. If a travel companion is a minor in his/her state of residence, the travel companion's parent or legal guardian must sign and return all requested documents and must accompany the travel companion on the trip. Failure of a potential winner or a traveling companion to complete, sign and return any requested documents within such period may result in disqualification and selection of an alternate winner in Sponsor's sole discretion. Unless otherwise prohibited by law, acceptance of a prize constitutes permission to use winner's and travel companion's name, picture, likeness, address (city and state), and biographical information for advertising and publicity purposes for this or similar promotions, without compensation. Acceptance of prize constitutes a waiver of any claim to royalties, rights or remuneration for said use.

Winner and travel companion(s) agree to release and hold harmless Sponsor, its parent, affiliates and subsidiaries, and each of their directors, officers, employees, agents, successors and assigns, from any damage, injury, death, loss, or other liability that may arise from winner's and travel companion's participation in the Sweepstakes or the awarding, acceptance, use, misuse or malfunction of any prize.

Winners List/Rules: To obtain names of the winners, or a copy of these Official Rules, send a self-addressed, stamped envelope to: Hotwire's Fly for Free Sweepstakes, attn: Veronica Young, Hotwire, 333 Market Street, Suite 100, San Francisco, CA 94105. Please specify if you are requesting the Winners List or Official Rules. All requests for Winners List or Official Rules must be received by January 10, 2003. VT residents may omit return postage.

Sponsor: The Sponsor of the Sweepstakes is Hotwire, Inc., 333 Market Street, Suite 100, San Francisco, CA 94105.