OFFICIAL RULES AND REGULATIONS

1. NO PURCHASE NECESSARY. Sweepstakes ("Sweepstakes") open to all legal residents of the continental United States, age 16 years or older, except residents of Florida and employees (and their immediate families and household members) of TBS Superstation, Inc. ("TBS"), Time Warner, Inc. and their respective parents, subsidiaries, franchisees, participating vendors, distributors, advertising & promotion agencies, fulfillment houses and affiliated entities (collectively the "Sponsors"). Void in Florida and 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 accept and be bound by all terms of these Official Rules and Regulations.

2. HOW TO ENTER: From October 6 - 18, 1999 (the "Promotional Period"), TBS will conduct a national Sweepstakes encouraging participants to watch its broadcast premiere and encore presentation of the feature length motion picture entitled "The Timeshifters" (the "Programming"). To enter, participants must log on to the TBS website, located at http://tbssuperstation.com, and complete and submit the online entry form. To be eligible, all entries must be received by 11:59 p.m. (ET) on October 18, 1999. All entries must be submitted in the name of an individual person and prizes can only be awarded to the persons whose names are on each winning entry. 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 Sweepstakes. False or deceptive entries or acts will render the entrant ineligible. All entries become the property of TBS 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 "Grand Prize Winner") and ten (10) first prize winners (the "First Prize Winners") will be randomly chosen by an independent judging organization on or around October 20, 1999 from all eligible entries received by the date and time specified above (the "Grand Prize Winner" and "First Prize Winners" will be collectively referred to as the "Winners"). The decisions of the judges will be final and binding. The odds of winning will depend on the total number of eligible entries received. Winners will be notified by e-mail, phone or mail within fourteen (14) days of the drawing 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) thirty-two inch (32") Panasonic flat screen television and one (1) Panasonic DVD player, at an approximate market value ("AMV") of One Thousand Fifty Dollars ($1,050.00). Ten (10) First Prize Winners will each receive one (1) THQ personal computer videogame entitled "Sinistar", at an AMV of Forty-Four Dollars and Ninety-Five cents ($44.95) per videogame. TOTAL AMV OF ALL PRIZES (11 PRIZES) One Thousand Four Hundred Ninety-Nine Dollars and Fifty Cents ($1,499.50). No substitution or transfer of prizes or cash redemptions permitted by Winners. Sponsors 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 reporting and payment of all taxes (if any).

5. GENERAL RULES AND REGULATIONS: By entering this Sweepstakes, 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 services of the Sponsors and all matters related to the Sweepstakes in any medium, throughout the world in perpetuity. Winners may each be required to sign affidavits of eligibility, liability releases and, except where prohibited by law, use of name and likeness releases and return such documents within five (5) days of issuance of notification. Failure to do so or if any prize or prize notification is returned as undeliverable or 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' discretion. Sponsors will use reasonable efforts to pick an alternate winner but in the event an alternate winner cannot be determined, such prize will go unawarded. 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 Sweepstakes or the delivery and/or subsequent use or misuse of any of the prizes awarded.