WIN KEVIN'S CAR SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. MANY WILL ENTER, FEW WILL WIN.

1. ELIGIBILITY. The "Win Kevin's Car" Sweepstakes (the "Sweepstakes") is open to legal residents of the forty-eight (48) contiguous United States (except Maine) and the District of Columbia, who are at least six (6) years of age and no older than seventeen (17) years of age on November 25, 2009. The following are also ineligible: employees (and their immediate families (spouse, parent, child, sibling and their respective spouses) and household members (whether or not related) of The Cartoon Network, Inc. ("Sponsor"), Arch Marketing Solutions ("Administrator"), Time Warner Inc., and each of their respective parents, subsidiaries, divisions, trustees, franchisees, participating vendors, distributors, cable affiliates, advertising and promotion agencies and affiliated entities (collectively, including Sponsor and Administrator, the "Sweepstakes Entities"). Void in Alaska, Hawaii, Maine and wherever prohibited or restricted by law.

The Sweepstakes is governed by U.S. law and is subject to all applicable federal, state and local laws and regulations. By entering the Sweepstakes, participants and their parents or legal guardians agree to accept and be bound by all terms of these Official Rules.

2. HOW TO ENTER. The Sweepstakes takes place on November 25, 2009 during Sponsor's premier telecast of the movie Ben 10:Alien Swarm on Cartoon Network from 7:00 p.m. to 8:30 p.m. Eastern Time ("ET")/Pacific Time ("PT") (the "Sweepstakes Period"). Sponsor will run promotional spots encouraging viewers to watch the November 25, 2009 telecast of Ben 10: Alien Swarm and look for a Sweepstakes call-in message ("Call-In Message"). The Call-In Message will instruct viewers to call the toll-free number displayed on-screen in the Call-In Message for their chance to win. The Call-In Message will air one (1) time during the Sweepstakes Period.

To enter the Sweepstakes, participants must call the toll-free number in the Call-In Message and, if they get through to a live operator on the toll-free number and are told that they are a potential winner, they will be asked to audibly and completely supply their full name, valid mailing address (post office boxes will not be accepted), valid telephone number with area code and age. All calls/entries must be submitted by an individual who meets all eligibility requirements. Parents or legal guardians may assist the child with any aspect of the call as long as the child is present for verification by operators at the time of the call. Operators may request to speak with a parent/ legal guardian or other adult for verification purposes. Once Sponsor has received a pre-determined number of eligible callers, callers will no longer be able to reach a live operator until the next Call-In Message.

Computer-generated calls will not be accepted. Sponsor is not responsible for misdials, misdirected, unintelligible, inaudible, incomplete, lost or unavailable telephone line connections, or failed, incomplete, garbled or delayed transmissions or other errors or problems of any kind which may limit or affect a person's ability to participate in the Sweepstakes.

Sweepstakes Entities and their respective employees, officers, directors, representatives and agents (collectively, the "Released Parties) are not responsible for technical, hardware or software failures of any kind, lost or unavailable network, cable, satellite, Internet Service Provider, telephone, telephone lines or other connections, pre-emptions, blackouts or any other non-controllable acts concerning the November 25, 2009 Ben 10: Alien Swarm television broadcast or incorrect, incomplete, misdirected, undelivered, lost, late, garbled or stolen entries or computer transmissions or other errors or problems of any kind which may limit or affect a person's ability to participate in the Sweepstakes. In the event of sabotage, acts of God, terrorism, computer virus, worm, bug or other events or causes which corrupt the integrity, administration, security or proper operation of the Sweepstakes, Sponsor reserves the right to cancel, terminate, modify or suspend the Sweepstakes. In the event of termination, Sponsor reserves the right, at its sole discretion, to award the prizes from among all non-suspect eligible entries received up to the time of such action.

3. HOW TO WIN / ODDS OF WINNING. The Administrator, an independent organization, will randomly select one hundred calls received during the Sweepstakes Period and designate such callers as potential prize winners (when verified by the Administrator, as set forth below, the "Second Prize Winners"). The odds of being a Second Prize Winner depend on the total number of eligible calls received. MANY WILL ENTER; FEW WILL WIN. On or around November 30, 2009, Administrator will randomly select one (1) grand prize winner ("Grand Prize Winner") from among the pool of Second Prize Winners. The odds of being the Grand Prize Winner once participants have been deemed a Second Prize Winner are 1 in 100. All winners will be confirmed by telephone and/or mail and must meet all eligibility requirements including the execution and return of all necessary releases and documents signed by a parent or legal guardian, offline by facsimile, mail or traceable courier as outlined in the supplied instructions, to Administrator within five (5) days of receipt or prize will be forfeited and an alternate winner will be selected. No more than the stated number of prizes will be awarded. The decisions of Sponsor and Administrator in all matters regarding the Sweepstakes are final and binding.

4. PRIZE. (1) Grand Prize Winner will receive seven thousand five hundred dollars ($7,500) in spending money and one (1) 2010 Dodge Challenger SE (the "Vehicle") customized to resemble Kevin's car from Cartoon Network's Ben 10: Alien Swarm movie, (custom paint, spoiler and tinted window) and standard manufacturer equipment, at an approximate retail value ("ARV") of twenty-five thousand dollars ($25,000). Actual vehicle awarded may vary from promotional photos.

TOTAL AMV OF GRAND PRIZE: Thirty-seven thousand five hundred dollars ($32,500).

One Hundred (100) Second Prize Winners will each receive one (1) 24"x 36" Kromekote, limited edition Ben 10: Alien Swarm movie poster, at an ARV of thirty-three dollars ($33) each.

TOTAL AMV OF ALL PRIZES (101 PRIZES): Thirty-five thousand eight hundred dollars ($35,800).

Prizes will be awarded in the name of each winner's parent or legal guardian who must sign and return all required documents and who will be responsible for payment of any applicable taxes. No substitution or transfer of prize or cash redemptions permitted by winners. Sponsor reserves the right to substitute any prize(s) of like value for any reason whatsoever.

The Second Prize Winners should receive their prize within six (6) to eight (8) weeks of the drawing date. All details of the prizes not specified herein are at the sole discretion of Sponsors. Limit one (1) prize per person/ household/ phone number.

The Vehicle will be awarded in the name of Grand Prize Winner's parent or legal guardian, who must sign and return all required documents and will be solely responsible for all insurance, taxes, title and tag fees, licensing, registration, emissions inspection, additional options and/or accessories (if available) for the Vehicle, maintenance, gasoline, all federal, state and local taxes (including without limitation income taxes) and any and all other fees and expenses (if any) associated with the receipt and use of the Vehicle. Grand Prize Winner's parent/ legal guardian will receive an IRS 1099 Form and will be required to sign a waiver acknowledging acceptance of the prize. The value of the prize will be stated on the waiver and on any and all corresponding tax forms. Grand Prize Winner and his/her parent/ legal guardian has the right to forfeit the prize, in which case nothing will be awarded in its place to that person and an alternate winner may be selected, at Sponsors' sole discretion. Any alternate potential winner will receive notification and prize acceptance forms at a later date.

5. GENERAL.By participating in this Sweepstakes and accepting the prize(s), winners and their parents/legal guardians grant the Sweepstakes Entities the right, unless prohibited by law, to use their names, voices, pictures and likenesses, without further compensation, notification or approval, for the purpose of advertising, promotion and/or publicizing the goods and services of the Sweepstakes Entities and/or such designees and/or in connection with all matters related to the Sweepstakes, in any manner or medium, throughout the world in perpetuity. Grand Prize Winner's parent/legal guardian must execute, without limitation, affidavits of eligibility, tax acknowledgment form, any revised tax documentation reflecting the value of the prize(s) won, liability releases and, except where prohibited by law, use of name and likeness releases ("Winner Documents") and return within five (5) days of receipt.

If (i) any prize or prize notification is returned as undeliverable, (ii) a winner's parent/ legal guardian fails to properly and/or timely reply to and/or return all required Winner Documents within the time specified above, (iii) a winner's parent/ legal guardian declines a prize, or (iv) a winner and/or winner's parent/ legal guardian (as appropriate) fails to comply with any of the Official Rules as outlined herein, such winner will be disqualified and an alternate winner may be selected by random drawing at Sponsor's sole discretion.

THE RELEASED PARTIES EXPRESSLY DISCLAIM ANY RESPONSIBILITY AND PARTICIPATNS AND THEIR PARENTS/ LEGAL GUARDIANS AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES, 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 TO ANY PERSON OR PROPERTY RELATING TO OR ARISING IN CONNECTION WITH PARTICIPATION IN THIS SWEEPSTAKES (REGARDLESS OF THE CAUSE OF SUCH INJURY OR LOSS), THE DELIVERY AND/OR SUBSEQUENT USE OR MISUSE OF ANY OF THE PRIZES AWARDED AND/OR PRINTING, DISTRIBUTION OR PRODUCTION ERRORS. PARTICIPANTS AND THEIR PARENTS/LEGAL GUARDIANS ACKNOWLEDGE THAT PRIZES ARE AWARDED "AS IS" AND THAT SPONSOR HAS NOT MADE, AND IS NOT IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESSED OR IMPLIED, IN LAW OR IN FACT, RELATIVE TO ANY PRIZE, INCLUDING, BUT NOT LIMITED TO ITS QUALITY, MECHANICAL CONDITION OR FITNESS FOR A PARTICULAR PURPOSE.

6. DISPUTES:Except where prohibited, participants and their parents/ legal guardians agree that any and all disputes, claims and causes of action arising out of or connected with the Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in Fulton County, Georgia. All issues and Questions concerning the construction, validity, interpretation and enforceability of these Official Rules or participants' and/or Sponsor's rights and obligations in connection with the Sweepstakes 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 (whether of the State of Georgia or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Georgia.

7. OFFICIAL RULES OR WINNERS' LIST: For a copy of the Official Rules or the Winners' List (which should be available on or about March 1, 2010), send a self-addressed, stamped envelope (residents of VT need not include return postage for rules requests) to the following address: (please specify "Official Rules" or "Winners") - "Win Kevin's Car" Sweepstakes, c/o Arch Marketing Solutions, P.O. Box 9409, St. Louis, Missouri 63117-9409. All requests must be received by February 28, 2010.

SPONSORED BY: The Cartoon Network, Inc., 1050 Techwood Drive, Atlanta, GA 30318
TM & © Cartoon Network. All other trademarks are property of their respective owners.