1. NO PURCHASE NECESSARY. Sweepstakes ("Sweepstakes") open to all legal residents of the 48 contiguous United States and the District of Columbia, age 18 years or older except employees (and their immediate families and household members) of Superstation, Inc. ("TBS"), (the "Sponsor") and its parents, subsidiaries, divisions, trustees, franchisees, participating vendors, distributors, advertising and promotion agencies and affiliated entities (collectively the "Sweepstakes Entities"). Void in Alaska, Hawaii and wherever taxed, prohibited or restricted by law. Sweepstakes is governed by U.S. law and subject to all applicable federal, state and local laws and regulations. By entering the Sweepstakes, entrants agree to accept and be bound by all terms of these Official Rules and Regulations ("Official Rules").

2. HOW TO ENTER: From February 11 - March 26, 2005 (the "Promotional Period"), Sponsor will conduct a national Sweepstakes promoting TBS' exhibition of the program "Dinner & A Movie" and encouraging participants to enter for a chance to win a trip. To enter, during the Promotional Period, participants must either: (i) log on to the TBS website, located at www.tbs.com, beginning at 12:00 a.m. (ET) on February 11, 2005 and complete and submit the online entry form, including their name, address, telephone number, e-mail address (if any) and birth date, or (ii) send a standard sized postcard with their name, address, telephone number and birth date to: "TBS Comedy Cook-Off" Sweepstakes Entry, P.O. Box 13198, Bridgeport, CT 06673-3198. To be eligible: (i) each online entry must be received no later than 11:59 p.m. (ET) on March 26, 2005 and (ii) each mail-in entry must be mailed separately and must be postmarked no later than March 26, 2005 and received by April 1, 2005. All entries must be submitted in the name of an individual person and the prize can only be awarded to the person whose name is on the winning entry. No mechanical reproductions or facsimiles accepted. The Sweepstakes Entities are not responsible for misdirected, incomplete, lost, late, illegible or postage due entries, technical, hardware, or software failures, whether human, mechanical, typographical, electronic or otherwise, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions or other errors or problems which may limit or affect a person's ability to participate in the Sweepstakes. In the event of sabotage, acts of God, terrorism or threats thereof, computer virus or other events or causes beyond the Sponsor's control, which corrupt the integrity, administration, security or proper operation of the Sweepstakes, Sponsor reserves the right, in its sole discretion, to modify, cancel or suspend the Sweepstakes. In the event of cancellation, Sponsor reserves the right to award prizes from among all eligible, non-suspect entries received prior to the event requiring such cancellation. False or deceptive entries or acts will render the entrant ineligible. All entries become the property of the Sponsor and will not be acknowledged or returned. Limit one (1) entry per person, e-mail address or household per twenty-four (24) hour period.

3. HOW TO WIN: One (1) grand prize winner (the "Grand Prize Winner") will be randomly chosen by an independent judging organization on or around April 6, 2005 from among all eligible entries received within the dates and times specified above. The decision of the judges will be final and binding. The odds of winning will depend on the total number of eligible entries received throughout the Promotional Period. The Winner will be confirmed by U.S. mail, e-mail and/or telephone and must meet all eligibility requirements including the timely execution and return of all necessary releases and documents (if any).

4. PRIZES: One (1) Grand Prize Winner will receive a four (4) day/three (3) night trip to Miami, Florida. The trip will include the following: (i) round trip coach class air transportation for two (2) from the U.S. gateway city nearest the Grand Prize Winner's residence to a Miami, Florida area airport; (ii) round trip ground transportation between the airport and a luxurious hotel in Miami, Florida; (iii) double occupancy hotel accommodations (one (1) room) at a luxurious hotel in Miami, Florida for three (3) nights; and (iv) One Thousand Five Hundred Dollars ($1,500) in spending money, at an approximate market value ("AMV") of Four Thousand Dollars ($4,000). TOTAL AMV OF ALL PRIZES (1 PRIZE): Four Thousand Dollars ($4,000). No substitution or transfer of prizes or cash redemptions permitted by the Grand Prize Winner. Sponsor reserves the right to substitute any prize(s) of like value for any reason whatsoever. The Grand Prize Winner is responsible for all expenses not expressly provided for above including additional ground transportation, meals, incidentals, tips, telephone calls, souvenirs, other personal expenses and hotel charges incurred during the trip. Trip must be booked a minimum of thirty (30) days in advance, dates are subject to availability and certain black-out dates and other restrictions may apply. Sponsor reserves the right to approve any travel dates and the trip must be utilized by December 18, 2005. The Grand Prize Winner is responsible for the reporting and payment of all taxes (if any).

5. GENERAL RULES AND REGULATIONS: By entering this Sweepstakes, participants grant Sweepstakes Entities and their designees the right, unless prohibited by law, to use their names, voices, pictures and likenesses, without compensation, notification or approval, for the purpose of advertising and publicizing the goods and services of the Sweepstakes Entities and all matters related to the Sweepstakes, in any manner or medium, throughout the world in perpetuity. The Grand Prize Winner and Grand Prize Winner's travel companion (who must be a legal US resident and age 18 or older unless a member of Grand Prize Winner's immediate family) may be required to sign, without limitation, an affidavit of eligibility, a liability release, a tax acknowledgment form and, except where prohibited by law, a use of name and likeness release and return within five (5) business days of issuance of notification. Noncompliance within this time period or failure of potential winner to respond to a notification attempt within five (5) days of such attempt may result in disqualification. If: (i) any prize or prize notification is returned as undeliverable, (ii) the potential Grand Prize Winner declines his or her prize, (iii) the potential Grand Prize Winner is unable to travel on dates approved by Sponsors or (iv) the potential Grand Prize Winner fails to comply with any of the Official Rules as outlined herein, such potential Grand Prize Winner will be disqualified and an alternate winner will be selected by random drawing at the Sponsor's sole discretion. The Sweepstakes Entities expressly disclaim any responsibility and entrants agree to indemnify and hold harmless the Sweepstakes Entities, and their respective employees, officers, directors, shareholders and agents, from and against any and all claims, actions, demands and/or liability for injury, damage or loss whatsoever relating to or arising in connection with participation in this Sweepstakes (regardless of the cause of such injury, damage or loss) and/or the delivery and/or subsequent use or misuse of any of the prizes awarded. In the event more winner notifications are issued, or more winning prize claims are received, than the number of prizes set forth in these Official Rules due to computer, printing, seeding, human or other error or problem, a random drawing will take place from among all eligible prize claims for the prize(s) at issue to award the proper number of prizes as set forth in these Official Rules. No more than the stated number of prizes per these Official Rules will be awarded.

6. OFFICIAL RULES OR WINNERS' LIST: For a copy of the Official Rules or the Winner's List (available on or about May 12, 2005), send a self-addressed, stamped envelope (residents of VT need not include return postage) to the following address by June 13, 2005 (Please specify "Official Rules" or "Winners") - "Comedy Cook-Off Sweepstakes," P.O. Box 13198, Bridgeport, CT 06673-3198.

SPONSOR: Superstation, Inc., 1050 Techwood Drive, N.W., Atlanta, GA 30318.

© 2005 Superstation, Inc. A Time Warner Company. All Rights Reserved.