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  RULES AND REGULATIONS

1. NO PURCHASE NECESSARY. Inside the Envelope - Movie Edition Sweepstakes ("Sweepstakes") open to all legal residents of the United States (excluding Puerto Rico), age 18 years or older, except employees (and their immediate families and household members) of Cable News Network, LP, LLP ("CNN"), Turner Broadcasting System, Inc., AOL Time Warner, Inc and their respective parents, subsidiaries and affiliated entities (collectively the "Sweepstakes Entities"). Sponsor of the Sweepstakes is CNN (the "Sponsor"). Void wherever taxed, prohibited or restricted by law. Sweepstakes is subject to all federal, state and local laws and regulations. By entering the Sweepstakes, entrants agree to abide by all terms of these Official Rules and Regulations (the "Rules").

2. HOW TO ENTER: From February 12, 2002 - March 24, 2002 (the "Promotional Period"), Sponsor will conduct a Sweepstakes. To enter, log onto the Sweepstakes website, located at www.cnn.com/insidetheenvelope, register and choose who you think will win each of the twenty-four (24) Sweepstakes categories plus two (2) tiebreaker categories. Deadline to register is 7:00 p.m. ET, March 24, 2002. All entries must be submitted in the name of an individual person and prizes can only be awarded to the person whose name is on a winning entry. No mechanical reproductions or facsimiles accepted. Not responsible for misdirected, incomplete, lost, late or illegible entries or problems that may limit a participant's ability to participate in the Sweepstakes. False or deceptive entries or acts will render the entrant ineligible. All entries become the property of the Sponsor and will not be returned. Limit one (1) entry per person, e-mail address or household.

3. HOW TO WIN: One (1) Grand Prize winner (the "Winner") will be determined by representatives of the Sponsor (the "Judges") on or about March 31, 2002, from all eligible entries received by dates and times above. The decisions of the Judges will be final and binding. Winner will be entrant who correctly predicts the winner of the most Sweepstakes categories according to the official results of the Academy Awardsâ (the "Awards"). In the event of a tie, the entrant who correctly predicts the motion picture ("Movie") that wins the most awards (the "First Tiebreaker") will be the Winner. If more than one Movie ties for the most awards ("Most Decorated Movies"), the highest-scoring entrant that named one of the Most Decorated Movies will be the Winner or move on to the next tiebreaker. In the event that a tie still exists between two (2) or more entrants after the First Tiebreaker, the entrant that most closely predicts the number of awards that the Most Decorated Movie won (the "Second Tiebreaker") will be the Winner. In the event that a tie still exists, the Winner will be determined by random selection. The odds of winning will be determined by the total number of eligible entries received. The Winner will be notified by telephone, regular mail or e-mail and must meet all eligibility requirements including the execution and delivery of all necessary releases. If the Awards are delayed, extended, interrupted, cancelled or shortened for any reason, the Sweepstakes may be postponed, extended, shortened or terminated at the sole discretion of Sponsors.

4. PRIZES: One (1) Grand Prize Winner will receive an Audio/Video package at an approximate market value ("AMV") of Two Thousand One Hundred and Twenty Six Dollars and Seventy Four Cents ($2,126.74). Package includes (i) digital audio/video surround sound package, (ii) TiVo, and (iii) 50" rear projection television. No substitution or transfer of prizes or cash redemptions permitted by winner. Sponsor reserve the right to substitute any prizes of like value in the event the described prizes, or any portions thereof, are unavailable for any reason whatsoever. Winners are responsible for all expenses not included in the prize package, including, without limitation, transportation besides air travel, parking, meals, incidentals and other personal expenses, and for the reporting and payment of all taxes (if any).

5. GENERAL RULES AND REGULATIONS: By entering this Sweepstakes, entrants grant Sponsor the right, unless prohibited by law, to use their names, voices, pictures and likenesses, without compensation, for the purpose of advertising and publicizing the businesses of the Sponsor and all matters related to the Sweepstakes in any medium, throughout the world in perpetuity. Winners will be required to sign affidavits of eligibility, liability releases and, except where prohibited by law, use of name and likeness releases. Return of any prize or prize notification as undeliverable will result in the Winner's disqualification and an alternate Winner may be selected by random drawing at the Sponsor' sole discretion. In the event the Winner declines his or her prize, fails to return completed releases or does not respond within five (5) days of notification, prizes will be awarded to an alternate winner selected by random drawing from all eligible entries. All prizes will be awarded. The Sponsor expressly disclaim any responsibility and participant agrees to hold Sponsor harmless for liability for injury or loss to any person or property relating to participation in this Sweepstakes and the delivery and/or subsequent use of any of the prizes awarded. By entering, entrant agrees to hold harmless and indemnify Sponsor and its respective parents, subsidiaries, affiliates, directors, officers, governors, owners, employees and agents against any and all liability, damages or causes of action (however named or described), with respect to or arising out of either (i) entrant's participation, or (ii) the receipt or use of the prizes awarded in the promotion. If technical difficulties of any kind compromise the integrity or ability to continue on-line entry, Sponsor reserves the right to modify or cancel the Sweepstakes. All eligible entries received on-line prior to occurrence of technical difficulty will be included in the Sweepstakes. Where Sweepstakes has been cancelled prior to stated expiration date, notice will be posted at the CNN web site. In the event of sabotage, acts of God, computer virus or other events or causes beyond the Sponsors' control, which corrupt the integrity, administration, security or proper operation of the Sweepstakes, Sponsors reserve the right, in their sole discretion, to modify, cancel or suspend the Sweepstakes. In the event of cancellation, Sponsors reserve the right to award prizes from among all eligible, non-suspect entries received prior to the event requiring such cancellation.

6. CONSTRUCTION. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of any contestant and Sponsor, shall be governed by, and construed in accordance with the laws of the State of Georgia, without giving effect to any choice of law or conflict of law rules or provisions (whether of Georgia, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Georgia. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. If any such provision is determined to be invalid or otherwise unenforceable, these rules shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein.

7. OFFICIAL RULES OR WINNER'S LIST: For a copy of either the Official Rules or the Winner's List, send a self-addressed, stamped envelope to the following address by May 1, 2002 (please indicate "Rules" or "Winners") - "Inside the Envelope - Movie Edition" Sweepstakes, P.O. Box 512, Atlanta, GA 30301.

This Sweepstakes is not affiliated with or endorsed by the Academy of Motion Picture Arts and Sciences.