1. NO PURCHASE NECESSARY. Contest ("Contest") open to all legal residents of the United States, age 16 years or older, except employees (and their immediate families and household members) of Turner Classic Movies LP, LLLP ("TCM"), Time Warner, Inc. and their respective parents, subsidiaries, franchisees, participating vendors, distributors, advertising promotion agencies and affiliated entities (collectively the "Sponsors"). Void wherever prohibited or restricted by law. Contest is subject to all federal, state and local laws and regulations. Children under the age of 18 must have their parent or legal guardian's permission to enter the Contest. By entering the Contest, entrants agree to accept and be bound by all terms of these Official Rules and Regulations.

2. HOW TO ENTER: From October 3 – November 12, 2000 (the "Promotional Period"), TCM will conduct a national Contest encouraging participants to log on to their website, located at www.turnerclassicmovies.com, and check out the section describing how to apply makeup like a professional Hollywood makeup artist. Participants will be asked to submit photos of themselves, either by mail or scanned into a computer, made up to resemble Lon Chaney in the feature-length motion picture entitled "The Hunchback of Notre Dame" (individually, a "Photo" and collectively, the "Photos"). All Photos submitted must depict only the entrant him/herself and can not have been previously published elsewhere. To enter, participants must either: (i) log on to the TCM website, complete and submit the online entry form, including their name, address, phone number, e-mail address (if available), age and their scanned Photo, or (ii) send in a 3"x5" piece of paper containing their name, address, phone number, e-mail address (if available) and age, along with their Photo to: "Halloween Makeup Contest", c/o TCM, 1050 Techwood Drive, Atlanta, GA 30318. To be eligible, all online entries must be received by 11:59 pm (ET) on November 12, 2000. All mail-in entries must be postmarked no later than November 12, 2000 and received by November 19, 2000. All entries must be submitted in the name of an individual person and prizes can only be awarded to the person or e-mail account holder whose name is on or corresponds to each winning entry. Sponsors are not responsible for misdirected, incomplete, lost, late or illegible entries, technical, hardware, or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions or other errors or problems which may limit a participant's ability to participate in the Contest. False or deceptive entries or acts will render the entrant ineligible. Sponsors reserve the right, in their sole discretion, to cancel or modify the Contest should any computer virus, malfunction or other cause beyond their control corrupt the administration, security or proper operation of the Contest. All entries and Photos become the property of TCM and will not be returned. Limit one (1) entry per person, e-mail address or household and one (1) winner per e-mail address or household.

3. HOW TO WIN: One (1) grand prize winner (the "Grand Prize Winner") and twenty-five (25) first prize winners (the "First Prize Winners") will be selected on or about November 20, 2000 by representatives of TCM, from among all eligible entries received by the dates specified above, based equally upon originality and creativity (the "Grand Prize Winner" and the "First Prize Winners" will be collectively referred to as the "Winners"). The decisions of the judges will be final. The odds of winning will depend on the total number of eligible entries received during the Promotional Period and the quality of the entries. All Winners will be notified by phone and/or mail within ten (10) days of the selection and must meet all eligibility requirements including the execution and return of all necessary releases.

4. PRIZES: One (1) Grand Prize Winner will receive one (1) theatrical makeup kit, one (1) copy of the documentary entitled "Lon Chaney: A Thousand Faces" on VHS videocassette, three (3) books written by Michael Blake about Lon Chaney and one (1) Lon Chaney t-shirt, at an approximate market value ("AMV") of Five Hundred Dollars ($500.00). Twenty-Five (25) First Prize Winner will each receive one (1) copy of the documentary entitled "Lon Chaney: A Thousand Faces" on VHS videocassette, at an AMV of Twenty-Five Dollars ($25.00) per First Prize Winner. TOTAL AMV OF ALL PRIZES (26 PRIZES): One Thousand One Hundred Twenty-Five Dollars ($1,125.00). No substitution or transfer of prizes or cash redemptions permitted by Winners. Sponsors reserve the right to substitute any prize(s) of like value in the event the described prize(s), or any portions thereof, are unavailable for any reason whatsoever. By entering this Contest, participants acknowledge and agree that TCM will own and administer 100% of the copyright and all other property rights in the Winners' Photos with the perpetual right to use the Winners' Photos in any and all media, without limitation at no additional compensation to the Winners except as described herein. Additionally, the Winners must execute any documents necessary to perfect such rights in TCM. Winners are responsible for the reporting and payment of all taxes (if any).

5. GENERAL RULES AND REGULATIONS: By entering this Contest, participants grant Sponsors the right, unless prohibited by law, to use their names, voices, pictures and likenesses, without compensation, for the purpose of advertising and publicizing the goods and services of the Sponsors and all matters related to the Contest in any manner or medium, throughout the world in perpetuity. Winners may be required to sign affidavits of eligibility, liability releases, tax acknowledgment forms and, except where prohibited by law, use of name and likeness releases and return within five (5) days of issuance of notification. Failure to do so, or if any prize or prize notification is returned as undeliverable, or if a Winner declines his or her prize, will result in disqualification of such Winner and an alternate winner may be selected by random drawing at the Sponsors' sole discretion. The Sponsors expressly disclaim any responsibility and entrants agree to hold Sponsors harmless for liability for injury or loss to any person or property relating to participation in this Contest or the delivery and/or subsequent use or misuse of any of the prizes awarded.

6. OFFICIAL RULES OR WINNERS' LIST: For a copy of the Official Rules or the Winners' List, send a self-addressed, stamped envelope (residents of VT need not include return postage) to the following address by December 1, 2000 (Please specify "Official Rules" or "Winners") – "Halloween Makeup" Contest, c/o TCM, 1050 Techwood Drive, Atlanta, GA 30318.

Ó 2000 Turner Classic Movies. A Time Warner Company. All rights reserved.