NO PURCHASE NECESSARY TO ENTER OR WIN IN THE FLO TV PERFECT TEAMMATE SWEEPSTAKES ("SWEEPSTAKES"). A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

ODDS OF WINNING DEPEND ON THE TOTAL NUMBER OF ENTRIES RECEIVED.

WINNERS ARE RESPONSIBLE FOR TAXES ON PRIZES AND MAY BE REQUIRED TO SIGN TAX-RELATED DOCUMENTS BEFORE RECEIVING A PRIZE.

Entry into this Sweepstakes constitutes your acceptance of these Official Rules.

SWEEPSTAKES ENTRY DATES: Sweepstakes begins at 12:00:01 a.m. Eastern Time ("ET") on 9/11/08 and ends at 11:59:59 p.m. ET on 1/7/09 ("Sweepstakes Entry Period").

WHO MAY ENTER: Sweepstakes is open to all legal residents of the 50 United States and the District of Columbia age 18 and older. Employees (and their immediate families [i.e., spouse, parent, child, sibling and their respective spouses], regardless of where they reside or those living in the same households, whether or not related) of MediaFLO USA, Inc. ("Sponsor"), Qualcomm, Inc., and/or Ventura Associates, Inc. ("Sweepstakes Administrator"), and their respective parents, affiliates, subsidiaries, prize supplier(s), distributors and advertising and promotion agencies (collectively, "Sweepstakes Parties") are not eligible to win.

By participating in the Sweepstakes, each entrant represents and warrants that he or she meets the eligibility requirements and acknowledges that failure to meet all eligibility requirements will disqualify participant from the Sweepstakes.

HOW TO ENTER: Online Entry - Enter online by following all onscreen instructions to complete and submit the online entry form found at www.theperfectteammate.com. Online entrants are subject to all notices posted online including but not limited to privacy policy. For purposes of these Official Rules, "receipt" of an entry occurs when Sponsor's designated agent's server records the entry information resulting from clicking the "Submit Entry" button. Any automated computer receipt (such as one confirming delivery of email) does not constitute proof of actual receipt by Sponsor for purposes of these Official Rules. Bonus Entry – You are eligible for one additional entry per day each time an entrant uses the "Taunt" feature of the site found at www.theperfectteammate.com. The additional entry will be automatically entered in the Sweepstakes when you select/compose and send a valid "Taunt" during the Sweepstakes Entry Period. To be considered valid, Taunts must comply with Sponsor's standards and practices and not contain any obscene or offensive content in the sole opinion of the Sponsor. To receive a Bonus Entry by sending a Text Taunt, entrant must first complete and successfully submit an online entry form. All entries, regardless of entry method, must be received by 11:59:59 PM ET on 1/7/09. Limit: One entry per person per day and one Bonus Entry per person per day (for a maximum total of two entries per person per day).

PRIZES & THEIR APPROXIMATE RETAIL VALUES ("ARV"): One (1) Grand Prize: A 3day/2 night trip for four (4) to Las Vegas, Nevada including $500 spending money (ARV: $8,000). One (1) First Prize: A Sharp LC-46D64U Series 46" LCD TV (ARV: $1,500). Manufacturer, model and screen size of TV is selected by the Sponsor and is subject to availability. One (1) Second Prize: A Tailgate Picnic Package (ARV: $500). Tailgate Picnic Package consists of items such as a Coleman Roadtrip Portable Grill, blanket, picnic basket, cooler, bottle opener, koozies, and the like. Selection and quantity of items are subject to availability and at the sole discretion of the Sponsor and may or may not include items mentioned herein. Maximum value of all prizes: $10,000.

Grand Prize consists of: A three (3) day/two (2) night trip to Las Vegas, NV for winner and up to three (3) guests, including round-trip economy air transportation, double-occupancy standard hotel accommodations (two [2] rooms), transfers to/from Las Vegas airport and hotel, and $500 in spending money for winner only. The $500 will be awarded in the form of a check. Meals, transportation other than that specified herein, hotel incidentals, gratuities, taxes or any other charges are not included in Grand Prize and are the sole responsibility of the winner. Winner and guests must travel on same dates and itinerary as designated by Sponsor or forfeit all rights to prize. All travel is coordinated by Sponsor or Sponsor's agent and must be completed by within twelve (12) months of winner verification. Blackout periods and certain restrictions may apply. Trip must be booked at least thirty (30) days prior to departure. Once accommodations are booked, they cannot be changed by winner. If winner resides within 150 miles of Las Vegas, NV, ground transportation may be substituted for air travel. Winner's guests will be required to execute and return a Liability and Publicity Release (where permissible) prior to travel or will not be permitted to accompany winner on trip. Winner and guests are responsible for obtaining proper documentation (e.g., valid photo ID) prior to travel. Guests of the Grand Prize winner must be 18 years of age or older at time of travel. A parent or legal guardian must accompany a traveling minor. Actual value of trip depends on winner's location, airfares and accommodations at time of travel. If actual value turns out to be less than stated ARV, the difference will not be awarded in cash.

Winners are responsible for all federal, state, and local sales and income taxes and any other incidental expense on prizes not mentioned herein. No substitution for prize, except Sponsor reserves the right, in its sole discretion, to substitute a prize of equal or greater value. Prizes are not transferable or redeemable for cash, except in the sole discretion of Sponsor. A winner is not a recipient of a prize until he/she has been verified or notified as a winner by the Sponsor or judges. All prize details are at Sponsor's sole discretion. Limit: One prize per household.

ODDS: Odds of winning depend on the total number of entries received during the Sweepstakes Entry Period.

WINNER NOTIFICATION: Sweepstakes winners will be selected on or about January 16, 2009 in a random drawing conducted by the Sweepstakes Administrator whose decisions are final and binding on all matters. Winners will be notified by mail and/or email and at the Sponsor's sole discretion, may be required to execute and return an Affidavit of Eligibility and Liability and, unless prohibited by law, Publicity Release ("Affidavit/Release") as well as any other documents which may be required by Sponsor or the Sweepstakes Administrator, all of which must be received fully-executed within seven (7) days of date printed on notification or he/she may be disqualified. If after three (3) attempts within seven (7) days to contact a potential winner in any or all of the preceding methods fails, or if there is no response from a potential winner within seven (7) days, that potential winner will be disqualified and a corresponding alternate winner will be selected. In the event it is determined that a winner has not complied with these Official Rules, or has failed to execute and return any required documents within the specified time period, or has made false statements or a prize notification is returned as undeliverable, then winner will be disqualified. Should a winner make any false statement(s) in any document required by Sponsor, winner will be disqualified and required to promptly return to Sponsor his/her prize. If a winner is otherwise eligible under these Official Rules, but is nevertheless deemed a minor in his or her state of primary residence, a parent or legal guardian will be required to execute the Affidavit/Release on minor's behalf and prize will be awarded in the name of winner's parent or legal guardian. If a winner is disqualified for any reason, at Sponsor's discretion, the prize will be forfeited and awarded to an alternate winner in a separate random drawing.

GENERAL CONDITIONS: Winning constitutes permission (except where prohibited by law) to use each winner's name, photograph, hometown, likeness, and prize won (all at Sponsor's discretion) for future advertising, publicity in any and all media now or hereafter devised throughout the universe in perpetuity, without additional compensation, notification, release, or permission. Sweepstakes Parties and their respective officers, directors, agents, representatives and employees (collectively, ""Released Parties") are not responsible for lost, late, misdirected, damaged, stolen, altered, garbled, incorrect, incomplete or delayed entries, all of which will be void. Released Parties are also not responsible for problems uploading or downloading any Sweepstakes-related information or materials from the Website or for any other technical malfunctions of electronic or telephone equipment, computer online systems, servers, or providers, computer hardware or software failures, phone lines, failure of any entry to be received by Sponsor on account of technical problems, traffic, congestion on the wireless phone networks or Internet or the website, or for any other technical problems including telecommunication, miscommunication or failure, and failed, lost, delayed, incomplete, garbled or misdirected communications which may limit an entrant's ability to participate in this Sweepstakes. Released Parties are not responsible for any other errors or malfunctions of any kind, whether network, printing, typographical, human or otherwise relating to or in connection with the Sweepstakes, including, without limitation, errors or malfunctions which may occur in connection with the administration of the Sweepstakes, the processing of entries, the announcement of prizes or in any Sweepstakes-related materials. Mass entries or entries generated by a script, macro or use of automated devices will be disqualified. Sponsor reserves the right to modify, suspend or terminate the Sweepstakes in the event it becomes infected by a computer virus or is otherwise technically impaired, and to cancel or suspend the Sweepstakes in its entirety should tampering, unauthorized intervention, fraud, technical failures or other causes corrupt the administration, security, fairness, integrity or proper play of the Sweepstakes, and, if terminated, at Sponsor's discretion, determine the winners using all non-suspect, eligible Sweepstakes entries received up to time of cancellation. In the event of a dispute regarding entries received from multiple users having the same e-mail account or wireless phone, the authorized subscriber of the e-mail account or wireless phone at the time of entry will be deemed to be the entrant and must comply with these Official Rules. Authorized subscriber is the natural person who is assigned the e-mail address by the Internet Service Provider (ISP), on-line service provider, or other organization responsible for assigning e-mail addresses, . Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of this Sweepstakes or Website, intending to annoy, abuse, threaten or harass any other entrant, Sponsor or any of its representatives or to otherwise be acting in violation of these Official Rules and void all associated entries.

CAUTION: Any attempt by an entrant to deliberately damage any website or undermine the legitimate operations of the Sweepstakes is a violation of criminal and civil laws. Should such an attempt be made, the Sponsor reserves the right to seek damages from any such entrant to the fullest extent permitted by law and to disqualify such entrant from the Sweepstakes. Released Parties are not responsible for the actions of participants in connection with the Sweepstakes, including participants' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity or proper conduct of the Sweepstakes. Sweepstakes is subject to all federal, state and local laws and regulations. Void where prohibited by law. The Sweepstakes Administrator reserves the right, in its sole and absolute discretion, to disqualify any individual who is found to be, or suspected of, acting in violation of these Official Rules, or to be acting in an obscene, immoral or disruptive manner, or with the intent to annoy, abuse, threaten or harass any other person.

SUSPENSION / MODIFICATION / TERMINATION: In the event the Sweepstakes Parties are prevented from continuing with the Sweepstakes by any event beyond their control, including, but not limited to, fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications or equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within their control (each a "Force Majeure" event or occurrence), the Sponsor shall have the right to modify, suspend or terminate the Sweepstakes. The Sponsor reserves the right to modify, suspend or terminate the Sweepstakes without notice or by posting a notice on www.flotv.com, if in its sole and absolute discretion, it is determined that the Sweepstakes is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions or any Force Majeure event(s) has destroyed or severely undermined or impaired the integrity and/or feasibility of the Sweepstakes.

MISCELLANEOUS CONDITIONS: By participating in the Sweepstakes, entrants (i) agree to be bound by these Official Rules, including all eligibility requirements, and (ii) agree to be bound by the decisions of Sponsor and judges, which are final and binding in all matters relating to the Sweepstakes. Failure to comply with these Official Rules may result in disqualification from the Sweepstakes. Sponsor reserves the right to permanently disqualify any person it believes has intentionally violated these Official Rules. Sweepstakes is subject to all federal, state and local laws and regulations. Void where prohibited or restricted by law. Sweepstakes is intended for participation in the United States only and shall be construed only according to United States law. By participating in the Sweepstakes you authorize the Sponsor and/or your wireless carrier to communicate with you by text messaging and/or via email.

RELEASES: By entering the Sweepstakes, entrants agree to release and hold harmless the Released Parties from all claims, liability or damage caused or claimed to be caused, in whole or in part, directly or indirectly, in connection with participation in this Sweepstakes, or acceptance or use of any prize, the substitution of any prize in accordance with these Official Rules, the administration of the Sweepstakes, an entrant's breach of Official Rules, the operation of the website or Released Parties' use of any of the rights granted herein.

PRIVACY: Information collected from entrant is subject to Sponsor's Privacy Policy at http://flotv.com/privacy.shtml. Information provided in a Sponsor opt-in will be provided to Sponsor and is subject to Sponsor's privacy policy at http://flotv.com/privacy.shtml. Any requested opt-in consent is not required and will not increase your chances of winning.

ARBITRATION AND CHOICE OF LAW: Except where prohibited by law, as a condition of participating in this Sweepstakes, entrant agrees that (1) any and all disputes and causes of action arising out of or connected with this Sweepstakes, or prize awarded, shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of the American Arbitration Association and held at the AAA regional office nearest the entrant; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than entrant's actual out-of-pocket expenses (i.e., costs associated with entering this Sweepstakes), and entrant further waives all rights to have damages multiplied or increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrants and Sponsor in connection with this Sweepstakes, shall be governed by, and construed in accordance with, the substantive laws of the State of California, USA without regard to California choice of law rules.

WINNERS LIST: For the names of the winners (available after March 31, 2009), please send a self-addressed stamped envelope by March 31, 2009 to: FLO TV Perfect Teammate Sweepstakes Winners List, c/o Ventura Associates Inc., Attn.: Customer Service/ Job #PE-2803, 1040 6th Avenue, 20th Floor, New York, NY 10018.

SPONSOR: MediaFLO USA, Inc. 5775 Morehouse Drive, San Diego, CA 92121.

SWEEPSTAKES ADMINISTRATOR: Ventura Associates, Inc., 1040 Avenue of the Americas, New York, NY 10018.

MediaFLO, MediaFLO USA, FLO and FLO TV are trademarks of Qualcomm Incorporated.

© 2008 Ventura Associates, Inc.