OFFICIAL RULES

NO PURCHASE NECESSARY TO PARTICIPATE OR WIN.

The Seth Davis Challenge (“Contest”) begins at 12:01:00 PM Eastern Time (ET) on March 10, 2008 and ends at 11:55:00 AM (ET) on March 20, 2008 (“Contest Entry Period”). The basketball Tournament begins at 12:00:00 on March 20, 2008 through the final game on April 7, 2008 (the "Championship Game").

1. Eligibility: Contest is open to legal residents of the 50 United States including the District of Columbia and Canada (except for residents in the province of Quebec), who are 18 years of age or older at time of entry. Employees of Sports Illustrated, a Division of Time Inc., (the “Sponsor”), Finish Line, FanNation.com, Ventura Associates, Inc., and their respective parent companies, affiliates, subsidiaries, consultants, advertising and promotional agencies, and any other individual or company involved in the development or execution of the Contest, and members of their immediate families (parent, child, sibling and their respective spouses) and same households, whether or not related, are not eligible to play or win. All federal, state, and local laws and regulations apply. Void in the province of Quebec and where prohibited by law.

2. Description of the Contest: The Seth Davis Challenge is based on the results of the 2008 Division I Men's College Basketball Tournament (the "Tournament"). There is no purchase necessary to participate or win. On March 16, 2008, the Tournament selection committee will seed the qualifying college basketball teams. Participants will attempt to select the winning teams of all the tournament games. You may change your predictions at any time up to the Contest entry deadline. However, all predictions will be locked and cannot be changed after five (5) minutes prior to tip-off of the first scheduled game on Thursday, March 20, 2008. Participants will earn points by correctly predicting the winning teams as determined by the NCAA results. The exact number of points awarded for each correct pick is set forth in the Making Picks section below. The three (3) top scorers as determined throughout the Contest Entry Period (subject to verification) will win prizes as described in the Prizes section of these Official Rules.

3. How to Enter: To enter, visit http://www.fannation.com/seth_davis_challenge and complete the online registration located in the Seth Davis Challenge Contest section. Upon registering, you will receive a User ID. You cannot enter in this Contest without a valid User ID. You may only register once for the Contest. Limit: One entry per household or per email address. If a Participant submits more than one entry, the last valid entry received will be used and all other entries from that Participant will be disqualified. Once registered, you may enter the Contest by selecting the winning teams of the 63 Tournament games. Entries may be submitted beginning Sunday, March 16, 2008; 30 minutes after the tournament teams have been announced. The entry deadline is five (5) minutes prior to tip-off of the first scheduled game on Thursday, March 20, 2008. Any entry that is incomplete, late, or does not include a valid issued User ID will be disqualified. All entries and requests become Sponsor’s property and will not be returned or acknowledged.

4. Making Picks:

After you sign up, you will have access to an on-line brackets page listing 63 eligible Division 1 Men's College Basketball Tournament teams and their corresponding round one opponent.

The 64th team will be determined by a play-in game on Tuesday, March 18, 2008. That game will not be counted in this Contest. Prior to completion of that game, the 64th team will be listed on our brackets page as "TBD," and contestants are free to pick "TBD" in the first round if they want to submit picks before the play-in game is complete.

Participants must enter their projected winning teams of all 63 Tournament games, round by round. Beginning with round two, SI.com will weigh predictions for each successive round more heavily than the previous round. Exact weights are detailed in the table below. Points will be awarded in rounds 1 through 5 by multiplying your number of correct predictions in each round by the weight assigned to that round. In round 6, you will receive a flat score as set forth below for choosing the winning team. You will receive an individual score for each of the six tournament rounds, and an overall score, which is the combined total of your individual round scores (the "Total Score").

Click on "Make Your Picks" to show the Tournament bracket. Choose each team you think will win by clicking on that team's name. After you enter all of your selections, enter your prediction for the combined total score of the championship game (used as a tiebreaker) and click "Save Picks" to register your entry. If you do not submit your picks, your entry will not be valid. If you wish to make changes to your picks, you may go back and change a pick. All changes must be made no later than five (5) minutes before tip-off of the first scheduled game on Thursday, March 20, 2008. No changes to picks will be allowed after that date.

5. Scoring:

You must select your prediction for the winning team of each tournament game and predict the total combined score of the Championship Game. You will receive points based on the games scoring system described below. The Participant with the highest Total Score after the Championship Game currently scheduled for Monday, April 7, 2008 wins the Grand Prize (as defined below). The Participant with the second highest Total Score wins the Second Prize (as defined below). The Participant with the third highest Total Score wins the Third Prize (as defined below).

Points are earned based on the scoring system below.

SCORING SYSTEM

6. Groups: When entering you can create or join a public or private group of friends or other owners with similar interests, fantasy skill level, etc. to compete against. "Private" groups can be joined by entering the password associated with that group. No prizes will be awarded for groups (public or private).

7. Prize Levels:

Grand Prize: There will be one (1) Grand Prize Winner. The eligible registered Participant with the highest “Total Score” for the entire Contest Entry Period will be declared as the Grand Prize Winner (subject to verification).

Second Prize: There will be one (1) Second Prize winner. The eligible registered Participant with the second highest “Total Score” for the entire Contest will be declared as the Second Prize winner (subject to verification).

Third Prize: There will be one (1) Third Prize winner. The eligible registered Participant with the third highest “Total Score” for the entire Contest will be declared as the Third Prize winner (subject to verification).

In the event of a tie for the Grand Prize, Second Prize or Third Prize, the Participants involved in the tie whose "tie-breaker" prediction is closest to the actual total score (regardless of whether the predicted total exceeds or is less than the actual total score) of the Championship Game will be deemed the winner. For example, if Participant 1 predicts that the total score of "tie-breaker" game is 200 and Participant 2 predicts that the total score of "tie-breaker" game is 194 and the actual total score is 196, Participant 2 would be deemed the winner because he/she made a more accurate tie-breaker prediction. If a tie still exists, the contestants still involved in the tie who correctly picked the championship winner in Round 6 will be deemed the winner. If a tie still exists, the contestants involved who correctly picked the highest number of winners in Round 5 will be the deemed the winner. For example, if contestant 1 has both teams who are participating in the Championship Game and contestant 2 has only one team in the Championship Game, contestant 1 would win since he/she has 2 winners from that round. If a tie still exists, the contestants still involved in the tie who correctly picked the highest number of winners in Round 4 will be deemed the winner. If a tie still exists, the Participant still involved in the tie who correctly picked the highest number of winners in Round 3 will be deemed the winner. If a tie still exists, the Participant still involved in the tie who correctly picked the highest number of winners in Round 2 will be deemed the winner. If a tie still exists, the Participant still involved in the tie who correctly picked the highest number of winners in Round 1 will be deemed the winner. If a tie still exists, all tied Participants will receive the stated prize.

8. Prizes and their Approximate Retail Values (“ARV”):

One (1) Grand Prize Winner: Winner will receive his/her choice of one (1) of the following (3) prize packages

Two (2) tickets to each night of the 2008 2K Sports College Hoops Classic Benefiting Coaches vs. Cancer Championship Rounds to be held at Madison Square Garden in New York City. OR

Two (2) tickets to each night of the 2008 CBE Classic Championship Rounds to be held at the Sprint Center in Kansas City. OR

Two (2) tickets to each night of the 2008 Legends Classic Championship Rounds to be held at the Prudential Center in Newark.

Each of the above prize packages includes the following prize components:

Two (2) invitations to each night’s Pre-Game Hospitality Reception at Host Arena.

Two (2) round-trip coach airline tickets to destination city of tournament.

Two (2) nights double occupancy hotel accommodations in destination city of tournament. Event merchandise prize pack.

All of the approved guarantees will be provided at the expense of the Gazelle Group. MSRP: $2,300.00 for any prize package.

One (1) Second Prize: 42” HDTV, ARV: $1,000.00

One (1) Third Prize: A Sony PSP and game, MSRP: $200.00.

Winners acknowledge that the Sponsor and all other businesses concerned with this Contest and their agents do not make, nor are in any manner responsible for any warranty, representations, expressed or implied, in fact or in law, relative the quality, conditions, fitness or merchantability of any aspect of prize except that each prize shall be subject to its manufacturer’s standard warranty.

For any travel prize: All meals, ground transportation, taxes, gratuities, incidentals, service charges, upgrades or other expenses not specified herein are not included and are the Grand Prize winner’s sole responsibility. Actual value of trip prize depends on location of Grand Prize winner and fares at time of departure. If actual value of the trip is lower than ARV, the difference will not be awarded in cash. Trip must be taken by dates specified by Sponsor or forfeit all rights to prize. Grand Prize Winner and guest(s) must travel together on the same itinerary including same departure and return dates. Travel arrangements must be made through Sponsor’s agent of choice. Advance booking, blackout dates and restrictions may apply. Availability is subject to factors such as weather, seasonality and space availability. If, for any reason whatsoever, the Grand Prize winner (or guest) cannot travel after all travel arrangements are made and paid, then the Sponsor shall have no further obligation to the winner and/or guest. If weather affects the ability for the Grand Prize winner and guest to redeem any portion of prize during the scheduled date and time, then the Sponsor shall have no further obligations to the Grand Prize winner and guest other than to supply the remaining elements of the prize package minus the unused portion of prize. If any prize is forfeited prior to Sponsor finalizing and paying for travel, and there is sufficient time to notify an alternate winner, the corresponding prize will be awarded to an alternate winner in a separate random drawing from among all non-winning eligible entries. Winner and guest(s) are solely responsible for obtaining the proper travel documentation (e.g., valid photo ID) prior to travel. If winner is a minor, he/she must be accompanied by his/her parent or legal guardian. Winner’s guest(s) must sign and return a travel release prior to traveling.

9. THE FOLLOWING APPLIES TO ALL OF THE ABOVE: Potential winners will be determined on or about April 14, 2008 under supervision of Sponsor’s agent whose decisions are final and binding. Potential winners will be notified by mail and at Sponsor’s discretion will be required to complete and return an Affidavit of Eligibility and Liability and a Publicity Release (“Affidavit/Release”) within seven (7) days of date specified on notification, or an alternate winner will be determined. Pre-paid Fed-Ex service will be provided with the Affidavit/Release. The contact information (name, address, telephone number(s), email address) provided by each Participant during the Contest’s entry process shall serve as the contact information of record in respect of all communications with each Participant. If any winner is not reachable at the address and/or phone number provided [on entry] or if a prize notification is returned as undeliverable or any non-compliance with these Official Rules, such winner will be disqualified and the corresponding prize will be awarded to an alternate winner. If a winner is otherwise eligible under these Official Rules, but is nevertheless deemed a minor in his or her state of primary residence, all required documents must be completed by the winner’s parent or legal guardian. If required documents are not returned within such time period, the prize will be forfeited and the Participant with the next highest score will be deemed the alternate winner. Prizes awarded within 30 days after winner verification. Prizes are not redeemable for cash (other than as noted). Prizes are non-assignable or transferable. No substitution by any winner is permitted. Sponsor reserves the right to substitute any prize with a prize of equal or greater value in the event offered prize is unavailable. Winners will be responsible for payment of all federal, state, local, provincial and income taxes associated with the awarding of their respective prizes. Any other incidental expenses on prize not specified herein are the sole responsibility of each winner. All prize details are at Sponsor’s sole discretion. Entry and acceptance of prize constitutes permission (except where prohibited by law) for Sponsor and its designees to use each winner's name, prize won, city and state of residence, photograph, likeness and statements for purposes of advertising, Contest and publicity (including website posting) in any and all media now or hereafter known throughout the world in perpetuity, without additional compensation, notification or permission.

The Sponsor, FanNation.com, Finish Line, Ventura Associates, Inc., their respective parent companies, subsidiaries, affiliates, distributors, advertising and promotional agencies, prize suppliers and any other individual or company involved in the development or execution of the Contest, and all of their respective shareholders, employees, directors, officers, representatives and agents of each (collectively, the “Released Parties”) are not responsible for lost, damaged, destroyed, stolen, late, mutilated, delayed, undelivered, inaccurate, misdirected or garbled entries, and all such entries shall be ineligible and void. By participating, Participants agree (a) to be bound by these Official Rules and the decisions of Sponsor’s and judges, which will be binding and final; (b) to Sponsor’s use of information supplied by Participants for marketing purposes as allowed by law.

The Sponsor’s privacy policy can be located at http://sportsillustrated.cnn.com/privacy/, and consent given herein; (c) to indemnify and hold harmless Released Parties from any and all liability, claims, law suits, costs, expenses, fees, injuries (including death), losses, and damages which may be sustained in connection with the receipt, ownership or use of a prize, or and/or from Participant’s fraudulent or wrongful acts or omissions; (d) not to sue Released Parties for any damages arising from a winner’s acceptance of or use of the prize; and (e) anything related to the Contest. Sponsor shall have the sole right to disqualify any Participant for violation of these Official Rules or any applicable laws relating to the Contest, and to resolve all disputes in its sole discretion. Released Parties disclaim any implied warranty arising out of any person’s participation in the Contest or the acceptance and use of any prize. Contest is subject to all applicable federal, state and local laws. All disputes will be resolved under applicable federal, state and local laws. The Contest and these Official Rules will be governed by the laws of the State of New York. Any court of competent jurisdiction sitting within the State of New York, New York County will be the exclusive jurisdiction and venue for any dispute arising out of or relating to this Contest or these Official Rules.

Released Parties are not responsible for hardware or software failures of any kind, lost or unavailable network connections, failed, incomplete or garbled computer or telephone transmissions, typographical or system errors and failures or faulty transmissions or for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, or entry not received by Sponsor on account of technical problems or traffic congestion on the Internet, or at a web site, or any combination thereof or for any other errors of any kind relating to or in connection with the Contest, whether technical, mechanical, computer, network, printing, typographical, human or otherwise, including, without limitation, errors which may occur in connection with the administration of the Contest, the processing or judging of entries, the announcement of the prizes or in any Contest-related materials. Released Parties further disclaim any responsibility for any injury or damage to Participant's or any other person's computer related to or resulting from entering the Contest or downloading and/or uploading any material for the Contest, or other telecommunications malfunctions which may limit an Participant's ability to participate. Sponsor in its sole discretion may disqualify any Participant from participating in the Contest, refuse to award points or prize(s), and require the return of any prize(s), if Participant engages in any conduct Sponsor deems to be improper, unfair or otherwise adverse to the operation of the Contest or detrimental to other Participants. Such improper conduct includes, but is not limited to, falsifying personal information required during Contest registration or prize claim, violating any Official Rules stated herein, accumulating points or prize(s) through methods such as automated computer scripts or other programming techniques, allowing others to use the Participant’s personal information for the purpose of accumulating points or prizes, tampering with Sponsor's administration of this Contest, or intentionally trying to defraud, reverse engineer, disassemble, decompile or otherwise tamper with the computer programs on this web site. Participant further acknowledges that the forfeiture of a prize and/or return of a prize shall in no way prevent Sponsor from pursuing other avenues of recourse such as criminal or civil proceedings in connection with such conduct. Should any portion of the Contest be, in Sponsor’s sole opinion, compromised by virus, worms, bugs, non-authorized human intervention or other causes which, in the sole opinion of the Sponsor, corrupt or impair the administration, security, fairness or proper play, or submission of entries, Sponsor reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Contest (or portion thereof) and, if terminated, to award the applicable prize(s), if applicable, from among all eligible and non-suspect entries received up to time of such action. In the event of a dispute as to entries submitted by multiple users having the same email account, the authorized subscriber of the email account used to enter the Contest at the actual time of registration will be deemed to be the participant and must comply with these Official Rules. Authorized account subscriber is deemed to be the natural person who is assigned an email address by an Internet access provider, online service provider or other organization which is responsible for assigning email addresses for the domain associated with the submitted email address. Potential winner may be required to provide Sponsor with proof that he/she is the authorized account holder of the e-mail address associated with the potential winning entry. CAUTION: ANY ATTEMPT BY A PARTICIPANT OR ANY PERSON TO DELIBERATELY DAMAGE THE WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH PARTICIPANT OR PERSON TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

In the event that any legal or regulatory authority challenges the Contest, the Sponsor reserves the right to discontinue or modify the Contest, or to disqualify participants residing in the affected geographic areas. In such event, Sponsor shall have no liability to Participants who are disqualified due to such an action.

10. The Contest will be governed under the law of the State of New York without regard to principles of conflicts of laws. All claims or actions in connection with this Contest must be brought in a federal or state court in New York County. New York without recourse to class actions suits.

11. For a winners list (available by May 30, 2008), send a self-addressed, stamped envelope by May 30, 2008 to: Seth Davis Challenge Contest Winners, P.O. Box 9301, Medford, NY 11763-9301.

12. SPONSOR: Sports Illustrated, a Division of Time Inc., 1271 Avenue of the Americas, New York, NY 10020.

©2008 Ventura Associates, Inc.