CITGO HORSE RACING PICK 6 CHALLENGE
Official Rules

1. NO PURCHASE NECESSARY. Open to legal residents of the 50 United States and Washington, D. C., (EXCLUDING PUERTO RICO), who are 18 or over as of the date of entry. Offer void where prohibited by law. The period for the entire sweepstakes is March 10, 2001 - June 17, 2001. Entries for a particular week's contest must be received by ESPN.com Horse Racing not later than 20 minutes prior to first race on the day each week's contest horse races actually occur. For purposes of these Official Rules, all time references are Eastern Time (ET). The promotion is comprised of one entry per e-mail address per week. The contest offers cash prizes to the person or persons selecting six winners, while using the fewest selections, in each week's six designated contest races. There will be 15 weekly contests or "games" during the sweepstakes period. Should no contestant select six winners during one of the weekly contests or "games", the cash prize for that contest will carry over and be added to the following weekend's contest.

2. HOW TO ENTER: To enter the contest, go to the web site at ESPN.com Horse Racing and complete the electronic entry form including your name, e-mail address, age and telephone number. You will also be asked to consent to receive promotional e-mails. Consenting to receive promotional e-mails is optional and does not have to be agreed to in order to be eligible to enter the Sweepstakes. The electronic contest entry form will be closed not later than 20 minutes prior to first raceon the day each week's contest horse races actually occur. Entries received after the deadline shall not be accepted. However, entries may be manipulated after that deadline.

Contest	Date	EntryDeadline	Winner Announced
Week 1	3/11/01	3/11/01	3/12/01
Week 2	3/17/01	3/17/01	3/19/01
Week 3	3/25/01	3/25/01	3/26/01
Week 4	4/1/01	4/1/01	4/2/01
Week 5	4/8/01	4/8/01	4/9/01
Week 6	4/15/01	4/15/01	4/16/01
Week 7	4/22/01	4/22/01	4/23/01
Week 8	4/29/01	4/29/01	4/30/01
Week 9	5/5/01	5/5/01	5/7/01
Week 10	5/13/01	5/13/01	5/14/01
Week 11	5/20/01	5/20/01	5/21/01
Week 12	5/27/01	5/27/01	5/29/01
Week 13	6/3/01	6/3/01	6/4/01
Week 14	6/10/01	6/10/01	6/11/01
Week 15	6/17/01	6/17/01	6/18/01

3. LIMIT: ONE ENTRY PER PERSON PER WEEK (REGARDLESS OF WHETHER ONE PERSON HAS MORE THAN ONE E-MAIL ADDRESS) AND ONE ENTRY PER E-MAIL ADDRESS PER WEEK (REGARDLESS OF WHETHER MORE THAN ONE PERSON USES THE SAME E-MAIL ADDRESS).

4. E-MAIL CHANGE OF ADDRESS POLICY: It is the sole responsibility of the entrant to notify (the "Sponsor") in writing if the entrant changes his/her e-mail address. To do so write, CITGO Horse Racing Pick 6 Challenge, Change of Address, Winnercomm, 6120 S. Yale, Second Floor, Tulsa OK  74136.

ESPN/Starwave Partners d/b/a ESPN Internet Ventures ("EIV"), Winnercomm and their agencies are not responsible for lost, interrupted or unavailable network, server or other connections, miscommunications, failed phone or computer hard or software or telephone transmissions or technical failures, garbled or jumbled transmission or other errors of any kind, whether human, mechanical or electronic; including without limitation, the incorrect or inaccurate capture of entry information online, or for lost, late, incomplete, damaged, destroyed, delayed, stolen, misdirected or illegible entries. Sponsor disclaims any liability for any damage to a participant's computer system occasioned by participating in the promotion or downloading any information necessary to participate in the promotion. Entry materials/dates which have been tampered with or altered are void. Once submitted, entries become the sole property of Sponsor and will not be returned. In case of dispute as to identity of a winner, such entry will be declared made by the registered user of the e-mail account, and if a prize is won, and the registered user is a valid entrant, the prize will be awarded to such registered user.

5. THE CONTEST Prizes will be awarded to the players who pick the six winners of a particular week's designated Pick 6 races. There is a limit of 15 total selections for the six contest races. In the event there is more than one entry with the same number of winning horses, the player with the fewest total selections will be declared the winner.

Example: If Entry A and Entry B both have six winners, but Entry A used 15 total selections and Entry B used 12 total selections, then Entry B shall be declared the winner.

Should two or more players select the six winning horses in a particular week's contest using the same number of selections, those players will split the cash prize for that week equally.

Prizes will also be awarded in the Citgo Pick 6 Challenge to contestants who pick the most winning horses within a month's time. A Monthly Prize will be awarded in March, April, May and June of 2001. In the event of a tie for the Monthly Prizes, winners will be determined by the fewest number of picks and then by the combined "win" payoffs generated by their winning horses over the course of that particular month.

Example: If Contestant A and Contestant B both have 20 winning horses in a month, using the same number of picks but Contestant A's horses generated $100 in win payoffs while Contestant B's only managed $60, then Contestant A is the winner.

Should contestants competing for a Monthly Prize have the same identical win payoffs, the winner will be determined by drawing.

The player who picks the most winning horses over the course of the 15 weekly games will be declared the Grand Prize winner. In the event of a tie for the contest Grand Prize, a winner will be determined in the same manner as for a Monthly Prize.

A PLAYER MUST USE THE SAME EMAIL ADDRESS AND PASSWORD IN EACH OF THE WEEKLY CONTESTS HE OR SHE PARTICIPATES IN, IN ORDER TO RECEIVE PROPER CREDIT TOWARD THE MONTHLY AND GRAND PRIZE COMPONENTS OF THE CITGO PICK 6 CHALLENGE.

6. WEEKLY PRIZES: Each weekend, a minimum cash prize of $2,000 will be awarded to the player or players who pick all six of the winners in that week's six contest races. Should no contestant select six winners, that weekend's cash prize will be added to that of the following weekend's contest. THE MAXIMUM CASH PRIZE THAT CAN BE AWARDED IN THE CITGO PICK 6 CHALLENGE IS $30,000. If, on the final Sunday of the contest period (June 17, 2001), no contestant selects six winners, that weekend's total cash prize will be awarded to those players with the highest number of winning horses for that weekend.

Example: If there is a $2,000 total cash prize available for the final June 17, 2001 "game" or contest and no players select six winning horses for that particular game, then the cash prize will be awarded and divided among those players who selected five winning horses. If no player picked five horses, then the prize would be divided among those players who selected four winning horses, and so on.

MONTHLY PRIZES: Each of the players who pick the most total winners (regardless of whether or not they have won a weekly contest) within the months of March, April, May and June of 2001 will receive a year's worth of gasoline from Citgo Petroleum, a set of prints from artist Joe Andoe and a month's subscription to Daily Racing Form Online.

GRAND PRIZE: The player who has picked the most total winners over the course of the 15-week contest period (which concludes on June 16, 2001), will receive a trip to Louisville, KY for two (2) including round-trip airfare, two (2) nights accommodations and two (2) reserved grandstand seats to the May 4, 2002 Kentucky Derby at Churchill Downs. The Grand Prize winner will also receive a year's worth of gasoline from Citgo Petroleum, a framed set of prints numbered and signed by artist Joe Andoe and a year's subscription to Daily Racing Form Online.

Total ARV of all sweepstakes prizes: $50,000 USD

7. ODDS OF WINNING depend on the number of eligible entries received. ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OF ANY PRIZE ARE THE SOLE RESPONSIBILITY OF THE WINNER. Winners are solely responsible for any and all taxes on prizes, as well as any and all expenses relative to participation in contest (including acceptance of prize) not specified here. Prizes are not transferable. The prize is awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied, (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose). All entries will be declared made by the registered user of the e-mail address.

8. ELIGIBILITY:† Employees or agents of EIV and its parent company, CITGO Petroleum Corporation, Winnercomm, their affiliates, subsidiaries, advertising and promotional agencies, and the members of their immediate families or those persons living in the same household of such individuals are ineligible to enter or win. All federal, state and local laws and regulations apply. Void where prohibited by law.

9. NOTIFICATION OF WINNERS: Winners shall be notified by e-mail. Participants waive any objection to such means of notification. Grand Prize Winner may be required to sign and return an Affidavit of Eligibility Liability Release, and, where legal, Publicity Release, within fifteen (15) days of the date of the prize notification. If potential winner does not respond to notification e-mail within ten (10) days of its transmission, or should an e-mail, after up to three (3) attempts, be returned as undeliverable, the potential winner will be disqualified and an alternate winner will be selected. Sponsor reserves the right, in its sole discretion to cancel, terminate, or suspend this contest should viruses, bugs, unauthorized human intervention or other causes beyond the control of Sponsor, corrupt or impair the administration, security, fairness, or proper play of the contest. In such event, the prize winners will be selected by random drawing from all eligible entries received up to the time of such cancellation, termination or suspension.

By participating, entrants release EIV and its parent company, CITGO Petroleum Corporation, Winnercomm, their affiliates, subsidiaries, advertising/promotional agencies, and the employees, officers, directors and agents of any of the above organizations from any and all liability for any injuries, loss of damages of any kind caused by participation in the contest or the acceptance, possible or use/misuse of a prize or participation in any prize-related activities. Where legal, by accepting prize, winner will furnish address and grants permission to use his/her name, address, likeness, photograph, and statements by EIV and its respective parent company, CITGO Petroleum Corporation, Winnercomm, affiliates, subsidiaries, advertising/promotional agencies for advertising/publicity purposes without further compensation.

10. OFFICIAL RULES/WINNERS LIST: For a copy of the Official Rules, mail a self-addressed stamped envelope to:

CITGO Horse Racing Pick 6 Challenge, Official Rules, 6120 S. Yale, Second Floor, Tulsa, OK 74136.

For a copy of the Official Winners List (available approximately June 18), mail a self-addressed stamped envelope to:

Winnercomm, 6120 S. Yale, Second Floor, Tulsa, OK 74136.

A list of winners also will be posted on the ESPN.com Horse Racing section until June 30, 2001.

This contest is sponsored by Winnercomm, Inc., 6120 S. Yale, Second Floor, Tulsa OK 74136. The contest and all accompanying materials are Copyright 2001 by Winnercomm, Inc.