The "SUMMER IN SYDNEY" Sweepstakes (the "Sweepstakes") is sponsored by Travelocity.com LP ("Sponsor"). NO PURCHASE NECESSARY. Offer void where prohibited.

1. HOW TO ENTER:
   All entries must be received between 5:00 p.m. PST on August 12, 2002 and 5:00 p.m. PST on September 12, 2002. Here is how to enter:
   • Visit the Travelocity.com web site located at: http://svc.travelocity.com/promos/sydney_main/0,,TRAVELOCITY,00.htm (the "Site") and enter your email address and first and last name. You need not enroll as a member of Travelocity.com in order to submit an entry.
   • In addition, you will receive an additional entry into the Sweepstakes when you use our Sweepstakes-specific "forward to a friend feature" to forward an invitation for your friend to become a member of Travelocity. EACH ENTRANT AGREES TO INDEMNIFY, DEFEND, AND HOLD SPONSOR HARMLESS FROM ANY AND ALL THIRD PARTY CLAIMS ARISING OUT OF SUCH ENTRANT'S USE OF THE "FORWARD TO A FRIEND" FEATURE, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO "SPAM," UNSOLICITED EMAIL (COMMERCIAL OR OTHERWISE), HARASSMENT, JUNK E-MAIL, OR BULK EMAIL.

   The maximum number of entries per individual, whether by entering your email address and first and last name or using "forward to a friend" is ten (10) entries per person/email account. In the event of a dispute as to the identity of the entrant, the entrant will be deemed to be the individual who is the registered holder of the e-mail account. Sponsor will not verify receipt of entries. Automated entries, including without limitation, auto-remailers, are prohibited, and any use of such automated devices will result in disqualification. Incomplete entries will be voided. All entries become the property of Sponsor and will not be returned. Entries are limited to individuals only; commercial enterprises and business entities are not eligible. Sponsor is not responsible for incorrect or inaccurate entry of information by entrants; lost entries or transmissions; interrupted or unavailable network, server, or other connections; scrambled transmissions or other errors or problems of any kind whether mechanical, human, or electronic, technical malfunctions of the computer hardware, software, or any combination thereof; or problems associated with any virus or any other damage caused to entrants' systems.

2. ELIGIBILITY:
   The Sweepstakes is open to any individual who is:
   • a legal resident of the 48 contiguous United States and Washington, D.C., excluding Rhode Island, Nyew York and Florida age 18 or older who are students or faculty of an accredited college, university or instituion of higher education;
   • eighteen (18) years of age and older as of August 12, 2002 and has internet access and an email account as of August 12, 2002;
   • a registered college or university student or full time faculty member at a US college or university.
   • not an employee of Sponsor, and its affiliates, subsidiaries, advertising and promotion agencies, and other coordinating agencies involved in the development, implementation and distribution of the Sweepstakes, or an immediate family member or are living in the same household of such an employee.
   
   No entry fee, payment, or proof of purchase is necessary to enter the Sweepstakes. Void where taxed, restricted, or otherwise prohibited by law. This promotion is intended for viewing in the United States only and shall only be construed and evaluated according to United States law. You are not authorized to participate in the Sweepstakes if you are not located in the United States.

3. PRIZE DETAILS:
   There will be two (2) Grand Prize Winners and two (2) First Prize Winners.
   Each Grand Prize Winner will receive:
   
   • Two (2) Roundtrip Economy Class Tickets on Air Pacific from Los Angeles to Sydney, Australia.
   • Two (2) Roundtrip Economy Class Tickets from the major airport closest to the winner's home to Los Angeles
   • Nine (9) days/eight (8) nights private accommodation for two (2) at a hostel in Sydney (to be determined by Travelocity)
   • Two (2) one hour surf classes at the Manly Surf School in Sydney (includes surfboard rental)

   Each First Prize Winner will receive:
   

   • One (1) one-way domestic ticket from the major airport closest to the winner's home to the major airport closest to the winner's college in the U.S.
   
   The Approximate Retail Value ("ARV") of each Grand Prize is four thousand five hundred dollars ($4500.00). The Approximate Retail Value ("ARV") of the First Prize is four hundred dollars ($400.00). Actual value of the prize may vary based on airfare fluctuations and distance between departure location and destination. All prizes claimed will be awarded. Sponsor reserves the right, in its sole discretion, to substitute and or modify the prize with a prize of equal or greater value with immediate effect at any time prior to the closing date of the Sweepstakes by advertising that fact. Only one (1) prize is permitted per family or household.

4. PRIZE RESTRICTIONS:
   All travel plans for winner and any guest(s) must be made at one (1) time through Travelocity.com, within ninety (90) days of accepting the prize. Travel dates are subject to availability and holiday/blackout dates, conventions and special event periods, must include a Saturday-night stay, and must be completed by October 31, 2003. Grand Prize Winners are required to use the roundtrip to Los Angeles portion of the Grand Prize in conjunction with the roundtrip to Sydney (i.e. the trip to Los Angeles is the first travel leg of the overall Grand Prize). If winner is unable to travel by date indicated, prize will be forfeited, and an alternate winner may be selected. Winner must meet the designated car rental company's requirements in order to receive the car rental portion of the Grand Prize, if any. Winners will be solely responsible for all other expenses not specifically set forth herein that are incurred by winner or any guest(s), including, without limitation, meals, gratuities, souvenirs, travel insurance, rental car insurance, and any other incidentals.

   Unless otherwise designated, all air travel will be provided by an airline designated by Travelocity.com. Prizes, reservations, and airline tickets are non-refundable, non-transferable, non-changeable once issued, and may not be used in conjunction with any other competition or offer. If lost, they will not be replaced. Credit for previous purchases is not permitted. All tickets are subject to the vagaries of flight variation, work stoppages, and schedule or route changes. In addition, winner and guest(s) are responsible for any federal, state, and local tax consequences and for compliance with all governmental reporting and payment requirements. Unless otherwise expressly included in the specified prize, the following are not included:
   

   • Upgrades to first class.
   • Mileage redemption.
   • Alcoholic beverages.
   • Headsets (on flights with in-flight audio and/or video programs).
   • Merchandise or souvenirs.
   • In-flight air-to-ground telephone calls.
   • Transportation to and from the airport.

5. WINNER SELECTION:
   Winner will be selected in a random drawing from all eligible entries received. Drawing will be held by Sponsor, on or about DRAWINGDATE. All decisions in all matters relating to this Sweepstakes made by Sponsor are final. Odds of winning depend solely on the total number of valid entries received. Winner will be notified by e-mail. If Sponsor, using commercially reasonable efforts, is unable to contact the potential winner within ten (10) business days from the first contact attempt, or if a potential winner has not, or does not comply with these Official Rules, then such person shall be disqualified and an alternate winner may be selected.

6. GENERAL RULES & CONDITIONS:
   By participating in this Sweepstakes, entrants agree to be bound by these Official Rules. Winners will be required to sign and complete an Affidavit of Eligibility and a Liability and Publicity Release (where legally permissible) and return the signed documents within ten (10) days of receipt of attempted delivery to receive the specified prize, otherwise the specified prize may be forfeited and awarded to an alternate winner. Each guest of a winner will be required to sign and return a Liability Release and Publicity Release (where legally permissible) prior to issuance of travel documents. If any guest is a minor, minor must have a parent or legal guardian sign the documents on the minor's behalf and the minor must be accompanied by a parent or legal guardian. Winner gives Sponsor the right to use winner's name, voice, picture, portrait and likeness for advertising and promotion purposes without further compensation, where permitted by law. These Official Rules and all matters related to the Sweepstakes will be governed by the laws of the State of Texas, without regard to its conflict of laws principles.

7. LIMITATION OF LIABILITY:
   SPONSOR, AND ITS PARENT, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, ADVERTISING AND PROMOTION AGENCIES INVOLVED IN THIS SWEEPSTAKES SHALL HAVE NO LIABILITY AND SHALL BE HELD HARMLESS BY ENTRANT FOR ANY DAMAGE, LOSS OR LIABILITY TO PERSON OR PROPERTY, DUE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY REASON OF ENTERING THE SWEEPSTAKES, THE ACCEPTANCE, POSSESSION, USE OR MISUSE OF ANY PRIZE, OR WHILE PREPARING FOR, PARTICIPATING IN, AND/OR TRAVELING TO AND FROM ANY PRIZE-RELATED ACTIVITY. Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Sweepstakes, but in no event, attorney's fees. Sponsor and its promotion and advertising agencies are not responsible for technical, hardware, software or telephone failures of any kind, lost or unavailable network connections, fraud, incomplete, garbled or delayed computer transmissions, whether caused by the Sponsor, users or 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 submissions which may damage a user's system or limit a participant's ability to participate in the Sweepstakes.

8. TAMPERING:
   If for any reason the Sweepstakes is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of Sponsor that corrupts, impairs or affects the administration, security, fairness, integrity, or proper conduct of this Sweepstakes, Sponsor reserves the right, at its sole discretion, to cancel, terminate, modify, extend or suspend the Sweepstakes and/or prizes. In such event, Sponsor may award prizes in a random drawing from all eligible entries received up to the date of cancellation or suspension. Sponsor further reserves the right to disqualify any individual who tampers with or in any way corrupts the entry process. Sponsor may prohibit an entrant from participating in the Sweepstakes or winning a prize if, in Sponsor's sole discretion, Sponsor determines that said entrant is attempting to undermine the legitimate operation of the Sweepstakes by cheating, hacking, deception, or other unfair playing practices (including the use of automated quick entry programs) or intending to annoy, abuse, threaten or harass any other entrants or Sponsor representatives.

   CAUTION: ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES 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 ENTRANT OR ANY OTHER INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

9. WINNER LIST/RULES:
   For the name of the winner visit the Travelocity.com web site at www.travelocity.com after SEPTEMBER 25, 2002.

10. SPONSOR:
    Travelocity.com LP
    15100 Trinity Blvd.
    Fort Worth, Texas 76155
    Attn: Bradi Van Noy Hays