"THE LORD OF THE RINGS" ULTIMATE BATTLE FOR MIDDLE-EARTH SWEEPSTAKES OFFICIAL RULES

NO PURCHASE IS NECESSARY TO ENTER OR WIN.

"THE LORD OF THE RINGS" ULTIMATE BATTLE FOR MIDDLE-EARTH SWEEPSTAKES ("Sweepstakes") is intended for participation only in the United States and shall be construed according to, and governed exclusively by United States law. Do not participate in the Sweepstakes if you are not physically located in the United States at time of entry. The Sweepstakes begins at 12:01 AM (Eastern Time) on 12/1/03 and ends at 11:59 PM (Eastern Time) on 1/4/04 (the "Entry Period"). Entry in the Sweepstakes does not constitute entry into any other promotion, contest or sweepstakes. The Sweepstakes is subject to these Official Rules, and by participating in the Sweepstakes, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of New Line Cinema, 116 N. Robertson Blvd., Los Angeles California, 90048 ("Sponsor"), which shall be final and binding in all respects.

ELIGIBILITY: The Sweepstakes is open only to legal residents of the 50 United States and the District of Columbia, 18 years of age or older as of date of entry. Officers, directors, and employees of Sponsor, AOL Time Warner Inc., Turner Broadcasting Systems, Inc., prize suppliers, and any and all Internet server(s) and access provider(s) (collectively, the "Sweepstakes Entities") and each of their respective parent, subsidiary, or affiliated companies, and persons who are immediate family members of any such officer, director or employee, regardless of where they live, or who reside in the same household, whether related or not, as any such officer, director or employee are ineligible to enter the Sweepstakes. The Sweepstakes is void where prohibited.

TO ENTER ONLINE: Beginning at 12:01 AM (Eastern Time) on 12/1/03 you may enter via the Internet by logging onto battle (the "New Line Site") and following the Sweepstakes entry directions. You will be asked to provide your name, home address, telephone number, date of birth and e-mail address. Such information will be used in accordance with the New Line Site's privacy policy, which can be found at http://www.newline.com/privacy.html, and these Official Rules. In the event of any discrepancy between the privacy policy and these Official Rules, these Official Rules shall control and govern. LIMIT ONE (1) ENTRY VIA THE NEW LINE SITE PER PERSON AND PER E-MAIL ADDRESS. ALL ENTRIES ON THE NEW LINE SITE MUST BE RECEIVED BY 11:59 PM (EASTERN TIME) ON 1/4/04. Proof of entering information at the New Line Site is not considered proof of delivery to or receipt by Sponsor of such entry.

NOTE: Internet entry must be made by the entrant, only at the New Line 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 to automate the entry process is prohibited.

TO ENTER BY MAIL: On a postcard only, handprint (no mechanical reproductions accepted) your name, home address, telephone number, date of birth and e-mail address (optional). Mail your completed entry to: THE LOTR ULTIMATE BATTLE FOR MIDDLE-EARTH SWEEPSTAKES, 116 N. Robertson Blvd, Los Angeles, CA 90048. ALL MAIL-IN ENTRIES MUST BE POSTMARKED BY 1/4/04 AND RECEIVED BY 4/28/03. LIMIT ONE ENTRY PER HOUSEHOLD.

WINNER SELECTION: On or about 1/30/04, winners will be selected in a random drawing from among all eligible entries received. Prize winners will be notified within 60 days of the date of the random drawing with the delivery of their prize. Sponsor reserves the right to verify the eligibility of winners prior to awarding of prizes. If a prize notification or a prize is returned as undeliverable for any reason, the applicable prize will be awarded to an alternate winner. Prizes are not transferable, assignable, or redeemable for cash, and winners may not elect to substitute one prize for another. If necessary due to unavailability of a prize, a prize of comparable or greater value will be awarded at the sole discretion of the Sponsor. Sponsor shall have no liability for any winner notification that is lost, intercepted or not received by the potential winner for any reason. If, despite reasonable efforts, a winner does not respond within five (5) days of the first notification attempt, or if the prize or prize notification is returned as declined, 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, such potential winner will be disqualified and an alternate winner may be selected.

All federal, state and local tax liabilities are the responsibility of the winners. Acceptance of a prize constitutes permission (except where prohibited by law) for the Sponsor to use the winner's name, likeness, biography, statements, and any other similar materials for publicity purposes without additional compensation or any limitation.

PRIZES (1) GRAND PRIZE: Winner will receive (1) The Lord of the Rings Noble Collection Chess Set (arv $499.99), (1) PlayStation®2 computer entertainment system (approximate retail value ["ARV"] $199.99), (1) The Lord of the Rings; The Return of the King computer game for the PlayStation 2 console (ARV: $49.95) , (1)The Lord of the Rings: The Two Towers computer game for the PlayStation 2 console (ARV: $49.95), (1) The Lord of the Rings: The Return of the King Teaser Poster Collection (ARV: $79.95), (1) The Lord of the Rings: The Return of the King Jean Jacket (ARV: $99.99), (1) Copy of the Hasbro The Lord of the Rings Monopoly Game (ARV: $39.95). GRAND PRIZE ARV: $1019.77. (25) FIRST PLACE PRIZES. Each winner will receive: (1) The Lord of the Rings; The Return of the King computer game for the PlayStation 2 console (ARV: $49.95), (1) The Lord of the Rings: The Return of the King Movie Poster (ARV: $15.99) and (1) Copy of The Lord of the Rings Checkers set (ARV: $14.95). FIRST PLACE PRIZES ARV: $2022.25. ARV of all prizes: $3042.02. The odds of winning a prize depend on the number of eligible entries received. Limit one (1) prize per person/household/e-mail address. All prizes are awarded "as is" with no warranty or guarantee of any kind, either express or implied.

GENERAL RELEASE: 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. All entrants agree that the Sweepstakes Entities and each of their respective parent, subsidiary, or affiliated companies, advertising and promotional agencies, and all of their respective officers, directors, shareholders, employees and agents (A) shall not be responsible or liable for any losses, damages or injuries of any kind resulting from participation in the Sweepstakes or in any Sweepstakes 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 New Line Site or 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, late, lost, damaged, stolen, or postage-due submissions; 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 Sweepstakes or the New Line Site, 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 Sweepstakes, 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 an entrant, any on-line entry will be deemed submitted by the authorized account holder of the e-mail account from which it was sent. 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. A 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, the entry will be deemed ineligible. Sponsor reserves the right to modify, extend, suspend, or terminate the Sweepstakes if it determines, in its sole discretion, that the Sweepstakes 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 impaired the integrity, administration, security, proper play and/or feasibility of the Sweepstakes as contemplated herein. If such cancellation, termination, modification, extension or suspension occurs, notification will be posted at battle. If the Sweepstakes is terminated before the designated end date, Sponsor will select winners in a random drawing from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. 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.

GOVERNING LAW/JURISDICTION: ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE OFFICIAL RULES OR THE RIGHTS AND OBLIGATIONS OF ENTRANTS OR SPONSOR IN CONNECTION WITH THE SWEEPSTAKES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER STATE'S LAWS.

ARBITRATION PROVISION. By participating in this Sweepstakes, each entrant agrees that any and all disputes the entrant may have with, or claims you may have against, the Promotion Entities relating to, arising out of or connected in any way with (i) the Sweepstakes, (ii) the awarding or redemption of any prize, and/or (iii) the determination of the scope or applicability of this agreement to arbitrate, will be resolved individually and exclusively by final and binding arbitration conducted by the National Arbitration Forum (the "Forum") pursuant to the Forum's Code of Procedure as modified by the terms of this Agreement. The arbitration shall take place in Los Angeles, California before a single arbitrator and shall be conducted in strict confidence. Each entrant agrees that (i) There shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the participant's and/or Sponsor's individual claims and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (2) The arbitrator shall not have the power to award punitive damages against the participant or Sponsor. In the event that the administrative fees and deposits that must be paid to initiate arbitration against Sponsor exceeds $125, and the participant is unable (or not required under the applicable Code of Procedure) to pay the additional fees and deposits, Sponsor agrees to pay them and/or forward them on the entrant's behalf, subject to ultimate allocation by the arbitrator. For more information on the Forum and/or the Forum's Code of Procedure, please visit their website at www.arb-forum.com.

WINNERS LIST: For an Official Winners List (available after 2/1/04) or a copy of these Official Rules, send a self-addressed, stamped envelope to: "THE LORD OF THE RINGS" ULTIMATE BATTLE FOR MIDDLE-EARTH SWEEPSTAKES (please specify Official Winners List or Official Rules), 116 N. Robertson Blvd. Los Angeles, CA 90048. Residents of VT may omit return postage for rules requests. Official Rules are also available during the Entry Period at the New Line Site.

© MMIII The Lord of the Rings, The Return of the King, and the names of the characters, events, items and places therein, are trademarks of The Saul Zaentz Company d/b/a Tolkien Enterprises under license to New Line Productions, Inc. All Rights Reserved.