Speed Channel, Inc’s. Barrett-Jackson Fantasy Bid Game – Orange County (the “Game”) may only be entered in or from the United States, including Alaska and Hawaii, and Canada. Entries originating from any other jurisdiction are not eligible for entry.

1. Description of the Game. Speed Channel, Inc. (the “Sponsor”) is the sponsor of this Game. The Game is set up as a fantasy bid auction, whereby entrants will be invited to place non-obligatory fantasy bids (i.e. best estimates of final sales prices) (each a “Fantasy Bid”) on up to eighteen (18) designated automobiles. Entrants will be given the opportunity through their fantasy bids to build points as more fully set forth below. The winners will receive prizes as more specifically described below. The Game begins on June 25, 2010 and ends on June 27, 2010 (the “Game Period”). By participating in the Game, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Sponsor, which shall be final and binding in all respects.

2. Eligibility. The Game is open only to legal residents of the United States, including Alaska, Hawaii, and Canada (excluding the province of Quebec), who are 18 to 70 years of age at the time of entry. Employees, officers & directors of Sponsor and any participating promotional partners (together with Sponsor, the “Promotion Entities”), and their parent companies, subsidiaries, affiliates, partners, dealers, advertising and promotion agencies, manufacturers or distributors of promotion materials and their immediate families (parents, children, siblings, spouse) and/or members of the same household (whether related or not) of such employees/officers/directors are not eligible to enter. Void where restricted or prohibited by law.

3. How to Enter. Each day during the Game Period, entrants may submit a Fantasy Bid during the Bidding Times (each a “Bidding Time”) described below.

June 25, 2010: Only between the hours of 5:00p.m. U.S. Eastern Time (“ET”) to the later of either (i) the conclusion of the Bidding Time for the final designated automobile of such day or (ii) 11:00p.m. ET (the “Auction Time”).

June 26, 2010: Only between the hours of 3:00p.m. ET to the later of either (i) the conclusion of the Bidding Time for the final designated automobile of such day or (ii) 11:00p.m. ET.

June 27, 2010: (the “Final Entry Day”) Only between the hours of 3:00p.m. ET to the later of either (i) the conclusion of the Bidding Time of the final designated automobile of such day or (ii) 7:00p.m. ET (the “Final Auction Time”).

Bids may only be placed during each automobile’s respective bidding time (the “Bidding Time”). The Bidding Time commences upon Sponsor's announcement on air during Speed's live telecast of the Barrett-Jackson Auction that the Bidding Time has commenced and will expire upon the earlier of (i) Sponsor's announcement that the Bidding Time has expired or (ii) when the vehicle is placed on the auction block.

There are two ways to place a bid: (1) By Mobile Phone Text Messaging: Send a text message to SPEED3 (773333) with your fantasy bid for each automobile during the Bidding Times. No other registration is necessary. Please be aware that your standard mobile phone text messaging fees will apply and will be charged to your account. (2) For Free Alternate Means of Entry Via the Internet: Visit www.speedtv.com, register and follow the online instructions to submit your fantasy bid for any of the designated eighteen (18) automobiles during the applicable Bidding Times. To place a bid, enter the amount of your bid in dollars without punctuation. For example if the bid is $100,000.00, enter "100000." No automatic dialers or other automated entry devices, bots and/or other programs and/or software are permitted for entry. All bids and entries become the sole and exclusive property of Sponsor and will not be returned. Sponsor is not responsible for lost, late, illegible, incomplete, invalid, unintelligible, misdirected, technically corrupted or garbled entries or bids, which will be disqualified, or for problems of any kind, whether mechanical, human or electronic. Only fully completed bids/entries are eligible. Proof of submission of or being charged for a bid will not be deemed to be proof of receipt by Sponsor. Only one (1) fantasy bid per entrant per vehicle will be accepted. Bids may not be updated, changed or re-submitted.

4. Winner Selection/Scoring: Winner selection and scoring will be determined as follows. The first eligible entrant whose fantasy bid is the same as or comes the closest to the final sales price without going over the final sales price for any of the eighteen (18) designated automobiles auctioned during the Game period will be named a First Place Winner (a “First Place Winner”). In addition, in order to determine each Daily Winner (a “Daily Prize Winner”) and a Grand Prize Winner (the “Grand Prize Winner”), the Runner Up (the “Runner Up”) and the Second Runner Up (the “Second Runner Up”), entrants will be awarded points based on how closely their fantasy bids come to the final sales price without going over the final sales price for all cars in which the entrant bids during the Game period. The entrant who amasses the most points during any day will be declared the Daily Prize Winner for such day. The entrant who amasses the most points throughout the Auction Times will be named the Grand Prize Winner. The entrant who amasses the second most points throughout the Auction Times will be named the Runner Up and the entrant who amasses the third most points throughout the Auction Times will be named the Second Runner Up.

The points will be awarded as follows: one hundred (100) points will be awarded for an exact bid; an additional twenty-one (21) points will be awarded to the first exact bid received on the Speedtv.com server whether via text message or online; eighty (80) points will be awarded for bids that were within five percent (5%) below the final sales price; sixty (60) points will be awarded for bids that were within ten percent (10%) below the final sales price; forty (40) points will be awarded for bids that were within twenty percent (20%) below the final sales price; twenty (20) points will be awarded for bids that were within thirty percent (30%) below the final sales price; and ten (10) points will be awarded for bids that were within fifty percent (50%) below the final sales price.

In the event of a tie, the entrant who has the most First Place bids (i.e., a bid equal to the final sales price of the designated vehicle) will be awarded an extra 100 points, the entrant who has the most 2^nd place bids (5% group) will be awarded an extra 80 points, the entrant who has the most 3^rd place bids (10% group) will be awarded an extra 60 points, the entrant who has the most 4^th place bids (20% group) will be awarded an extra 40 points and the entrant who has the most 5^th place bids (30% group) will be awarded an extra 20 points.

If a resident of Canada is selected as a potential Grand Prize winner, to receive prize, he/she will be required to correctly answer, without assistance of any kind, whether mechanical or otherwise, a time-limited skill-testing question to be administered by telephone as a condition to receiving the prize. If the selected entrant from Canada cannot be reached by telephone within (72) hours of first attempt to contact him/her, such potential winner may be disqualified and, at Sponsor's discretion, an alternate potential winner may be selected.

5. Prizes/Odds: One Grand Prize is available. The Grand Prize Winner will receive a Home Entertainment system that includes a 46” Flat-Panel LCD HDTV along with a DVD Home Entertainment System. No substitution, transfer or cash equivalent of prize (or prize component), for one of equal value for any reason. In the event that a prize component is not available for any reason, then remaining elements of prize shall constitute full satisfaction of Sponsor’s prize obligation to Winner and no additional compensation will be awarded. Actual value may vary depending on actual prize. The approximate retail value (“ARV”) of the Grand Prize is Four Thousand Two Hundred Dollars ($4,200.00).

One (1) Runner Up Prize is available. The Runner Up Prize Winner will receive a Netbook. The ARV for the Second Place Prize is Four Hundred Dollars ($400.00).

One (1) Second Runner Up Prize is available. The Second Runner Up Prize Winner will receive a portable GPS navigation receiver. The ARV for the Third Place Prize is Five Hundred Dollars ($500.00).

Eighteen (18) First Place Prizes are available. Each First Place Winner will receive a 16GB Wi-fi tablet like computer with the ability to use fingertips for input . The total ARV of all First Prizes is Nine Thousand Dollars ($9,000.00).

Three (3) Daily Prizes are available. Each Daily Prize Winner will receive 32” LCD HDTV. The total ARV of all Daily Prizes is Two Thousand One Hundred Dollars ($2,100.00).

The approximate retail value (“ARV”) of all Prizes is Sixteen Thousand Two Hundred Dollars ($16,200.00).

No cash alternative or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of comparable value if the prize listed is unavailable for any reason.

Odds of winning depend on the accuracy of each entrant’s estimate and the timing in which it is received.

WINNER NOTIFICATION: The potential winners will be notified by telephone and/or mail and/or email using the contact information given at the time of entry. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by a potential winner for any reason. If, despite reasonable efforts, the potential winner does not respond within five (5) days of the first notification attempt, or if the prize or prize notification is returned as unclaimed or undeliverable to such potential winner, such potential winner will forfeit his or her prize and an alternate winner may be selected. If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules or declines a prize for any reason prior to award, such potential winner will be disqualified and an alternate winner may be selected. Sponsor will successively attempt to contact up to two (2) potential winners of the prize in accordance with such procedure, and if there is still no confirmed winner of the prize in question after such attempts have been made, the prize may go unawarded.

GENERAL PRIZE CONDITIONS: The prize winner shall be solely responsible for all federal, state and/or local taxes, and the reporting consequences thereof, and for any other fees or costs associated with the prize. The potential winner will be required to execute an Affidavit of Eligibility, and (where legal) a Publicity Release (collectively, “Prize Claim Documents”). If a winner fails or refuses to sign and return all Prize Claim Documents within five (5) days of prize notification, the winner may be disqualified and an alternate winner may be selected.

GENERAL LIABILITY RELEASE/FORCE MAJEURE: Acceptance of a prize constitutes winner’s permission for Sponsor to use winner’s name, photograph, likeness, voice, biographical information, statements and address (city and state) for advertising and/or publicity purposes worldwide and in all forms of media now known or hereafter developed, in perpetuity, without further compensation. Entrants agree that the Sponsor (A) shall not be responsible or liable for, and are hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in the Game or any Game-related activity, or from entrants’ acceptance, receipt, possession and/or use or misuse of any prize, and (B) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize, including, without limitation, to such prize’s quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant’s computer system which is occasioned by accessing the Website or otherwise participating in the Sweepstakes, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, stolen, or postage-due submissions or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet service providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Game or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsman-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Game, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. No mechanically reproduced, illegible, incomplete, forged, software-generated or other automated multiple entries will be accepted. In the event of a dispute as to the identity of the entrant, any on-line entry will be deemed submitted by the authorized account holder of the e-mail account from which it was sent, provided such account holder must still meet the eligibility requirements for the Game. The authorized account holder shall be the natural person to whom the applicable email address has been assigned by the Internet access provider, service provider, or other online organization responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. The potential winner may be requested to provide the Sponsor with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry. If a dispute cannot be resolved to Sponsor’s satisfaction, the entry will be deemed ineligible. Sponsor reserves the right to modify, extend, suspend, or terminate the Game, in whole or in part, if it determines, in its sole discretion, that the Game or any particular portion of the Game is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or other causes beyond Sponsor’s control have destroyed or severely undermined or to any degree impaired the integrity, administration, security, proper play and/or feasibility of the Game or particular Game drawing as contemplated herein. In the event Sponsor is prevented from awarding prizes or continuing with the Game as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic of health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis (e.g. SARS), order of any court or jurisdiction, or other cause not reasonably within Sponsor’s control (each a “Force Majeure” event or occurrence), then subject to any governmental approval which may be required, Sponsor shall have the right to modify, suspend, or terminate the Game in its entirety or the affected Game. If the Game or a particular Game is terminated before the designated end date, Sponsor will (if possible) select the winner in a random drawing from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances. Only the type and quantity of prizes described in these Official Rules will be awarded. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

WINNER LIST/OFFICIAL RULES: To obtain a copy of any legally-required winner list, send a self-addressed stamped envelope to: Speed Channel’s “Barrett-Jackson Fantasy Bid Game, Orange County” Winners List, 1220 West W.T. Harris Blvd, Charlotte, North Carolina 28262. All such requests must be received by August 27, 2010. These Official Rules will be posted on the Website.