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"TIP OFF YOUR GAME IN THE NBA 2K9 ULTIMATE GAMING ROOM"

SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE IS NECESSARY TO ENTER OR WIN.

A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

The "TIP OFF YOUR GAME IN THE NBA 2K9 ULTIMATE GAMING ROOM" SWEEPSTAKES ("Sweepstakes") starts at 9:00 am Central Time ("CT") on 10/3/08 and ends at 11:59 pm (CT) on 10/31/08 (the "Entry Period"). The sponsors of this Sweepstakes are Champs Sports, a division of Foot Locker Retail, Inc., 112 West 34th Street, 3rd Floor, New York, NY 10120 and 2K Sports, 10 Hamilton Landing, Novato, CA 94949 (collectively the "Sponsors"). The Sweepstakes shall be subject to these Official Rules, and by entering, all participants agree to be bound by the terms and conditions herein.

ELIGIBILITY: THE SWEEPSTAKES IS OPEN ONLY TO LEGAL RESIDENTS OF THE FIFTY (50) UNITED STATES & DISTRICT OF COLUMBIA, THIRTEEN (13) YEARS OF AGE OR OLDER AS OF ENTRY DATE. Void in Puerto Rico, all U.S. territories and possessions, overseas military installations and where prohibited or restricted by law. Employees and their families of Sponsors, NBA Media Ventures, NBA Properties, Inc., The National Basketball Association and it's member teams (collectively "The NBA Entities"), Mia Brown & Co., LLC d/b/a MBC Promotions, West Coast Marketing, a division of The Susquehanna Hat Company ("West Coast Marketing"), their respective affiliates, subsidiaries, parent companies, agencies and participating retailers (collectively, the "Promotion Parties") and those living in the household of same are not eligible to enter or win. All federal, state and local rules and regulations apply. A prize won by an individual who is considered a minor in the legal jurisdiction in which they reside will be awarded in the name of their parent or legal guardian.

HOW TO ENTER: Beginning at 9:00 am (CT) on 10/3/08 you may enter via the Internet by logging onto http://www.champssports.com (the "Entry Site") and following the Sweepstakes entry directions. You will be asked to provide your name, address, telephone number, date of birth and (if applicable) e-mail address. Upon submitting the completed information, you will receive one (1) Online Entry in the Sweepstakes. ALL ONLINE ENTRIES ON THE ENTRY SITE MUST BE RECEIVED BY 11:59 PM (CT) ON 10/31/08.

ONLY ONE (1) ONLINE ENTRY PER DAY WILL BE ACCEPTED PER PERSON AND/OR E-MAIL ADDRESS.

The Promotion Parties, prize suppliers, and any and all Internet server(s) and access provider(s), and each of their respective affiliates, subsidiaries, parent corporations, retailers and advertising and promotional agencies, and all of their officers, directors, shareholders, employees and agents (collectively, "Releasees") are not responsible for: any incorrect or inaccurate entry information; human errors; technical malfunctions; failures, omissions, interruptions, deletions or defects of any telephone network, computer online systems, computer equipment, servers, providers, or software, including without limitation any injury or damage to participant's or any other person's computer relating to or resulting from participation in the Sweepstakes; inability to access the Entry Site; theft, tampering, destruction, or unauthorized access to, or alteration of, entries; data that is processed late or incorrectly or is incomplete or lost due to telephone, computer or electronic malfunction or traffic congestion on telephone lines or the Internet or any web site (including the Entry Site) or for any other reason whatsoever; mail which is late, lost, stolen, mutilated, misdirected, or postage due; typographical, printing or other errors; or any combination thereof. Proof of entering information at the Entry Site is not considered proof of delivery or receipt. Illegible, incomplete, mechanically reproduced or duplicate entries will be disqualified. All entries become the property of the Sponsors and will not be acknowledged or returned. False, fraudulent or deceptive entries or acts shall render entrants ineligible.

By entering the Sweepstakes, entrants agree to waive any rights to claim any ambiguity or error in the Official Rules or the Sweepstakes itself, and agree to be bound by these Official Rules. The Sweepstakes shall be governed by and construed in accordance with the laws of New York. By entering the Sweepstakes, entrants hereby submit to the jurisdiction and venue of the federal courts of the United States and state courts of New York and waive the right to have disputes arising out of the subject matter hereof adjudicated in any other forum. The information obtained via the entry may be used by Sponsor and its affiliates for marketing purposes. If you prefer not to receive updates do not check the appropriate box online. Any entry information collected from the Sweepstakes shall be used only in a manner consistent with the consent given by entrants at the time of the entry, with these Official Rules and with the Champs Sports Online Privacy Policy, which can be accessed at the Entry Site.

WINNER SELECTION: Winners will be selected in a random drawing from among all eligible entries on or about 11/5/08 by West Coast Marketing, an independent judging organization, whose decisions are and shall be final and binding in all matters relating to this Sweepstakes. Grand Prize winner (or winning named parent or legal guardian if winner is considered a minor in the jurisdiction in which said minor resides) will be notified by e-mail, certified mail and/or telephone by 11/15/08 and will be required to execute and return a notarized Affidavit of Eligibility/Release of Liability and where legal, a Publicity Release form within five (5) business days of date of notification. Failure to return all required forms within this time period, or to comply with any other provision herein, may result in the applicable winner being disqualified and an alternate winner selected. First Prize winners will be notified within sixty (60) days of the drawing date, with the delivery of their prize via delivery service selected at the sole discretion of Sponsors. If a prize notification or prize is returned as undeliverable for any reason, the prize will be awarded to an alternate winner in a subsequent random drawing. Prizes are not transferable, assignable, or redeemable for cash. No substitution for a prize (or parts thereof) by the winner will be allowed. If necessary, due to unavailability of a prize for any reason, a comparable prize will be awarded at the sole discretion of the Sponsors.

All Federal, state and local tax liabilities are the responsibility of the winners. Acceptance of a prize constitutes permission (except where prohibited) for the Sponsors, The NBA Entities, and their designee(s) to use the winner's name, likeness, voice, biography, statements, and any other similar materials for marketing, promotional and publicity purposes without additional compensation or any limitation.

PRIZES: GRAND PRIZE (one [1] Grand Prize will be awarded): The Grand Prize shall consist of the following: one (1) 50-inch flat panel television*, one (1) Xbox 360® video game and entertainment system* a $500 Champs Sports Gift Card, subject to all redemption terms and conditions available on the Champs Sports Gift Card and one (1) NBA 2K9 video game (winner's choice of game platform). The total approximate retail value ("ARV") of the Grand Prize is $2,660.

* Specific manufacturers and models of products, technical specifications and other specifics regarding the prizes listed above are at the sole discretion of the Sponsors.

FIRST PRIZE (twenty-five [25] First Prizes will be awarded): Each First Prize consists of one (1) NBA 2K9 video game (winner's choice of game platform). The ARV of each First Prize is $60.

The total ARV of all prizes to be awarded in this Sweepstakes is $4,160.

The odds of winning a prize are determined by the total number of eligible entries received.

LIMITATIONS ON LIABILITY: Releasees shall not be liable to a winner or any other person for failure to supply a prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Sponsor's sole control.

GENERAL: Entrants agree to release and waive any claims they may have against Releasee's for any and all injuries, claims, damages, losses, costs, or expenses of any kind (including without limitation attorney's fees) resulting from acceptance, use, or misuse of any prize or element thereof, (including any travel related hereto) or while traveling to or from, preparing for and/or participating in any prize-related activity or from participation or inability to participate in this Sweepstakes.

If for any reason this Sweepstakes is not capable of running as planned, or if this Sweepstakes or any web site associated therewith (or any portion thereof) becomes corrupted or does not allow the proper playing of the Sweepstakes and processing of entries in accordance with these rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsors' sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Sweepstakes, the Sponsors reserve the right, at their sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend this Sweepstakes or any portion thereof. In the event this Sweepstakes is cancelled, the Sponsors will conduct a random drawing to award the prize from among all eligible, non-suspect entries received prior to the time of the action or event warranting such cancellation. If such cancellation, termination, modification, or suspension occurs, notification will be posted at the Entry Site. ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE (INCLUDING THE ENTRY SITE) OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSORS RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. If a dispute arises about who submitted an entry on the Entry Site, the entry will be deemed submitted by the authorized account holder of the e-mail account entered. The authorized account holder is deemed the natural person who is assigned to an e-mail address by an Internet access provider, service provider, or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. A potential winner may be requested to provide Sponsors with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry and that all eligibility requirements are met.

NOTE: Internet entry must be made by the entrant only at the Entry Site. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address, including, but not limited to, commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Sweepstakes. The use of any device or software program(s) to automate the entry process is prohibited.

WINNERS LIST: For an Official Winners List (available after 12/1/08), or a copy of these Official Rules, send a self-addressed, stamped envelope to: "TIP OFF YOUR GAME IN THE NBA 2K9 ULTIMATE GAMING ROOM" SWEEPSTAKES (please specify Official Winners List or Official Rules), PO Box 56436, Sherman Oaks, CA, 91413. Residents of VT may omit return postage on Official Rules requests. Official Rules are also available at the Entry Site during the Entry Period.

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