COUNTDOWN TO BEN 10: ALIEN SWARM SWEEPSTAKES

OFFICIAL RULES

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

1. ELIGIBILITY. The Countdown to Ben 10: Alien Swarm Sweepstakes (the "Sweepstakes") is open to legal residents of the fifty (50) United States (excluding Maine) and the District of Columbia, who are at least six (6) years of age and no older that seventeen (17) years of age at the time of entry. The following are also ineligible: residents of Maine, employees, their spouses and immediate families (parent, child, sibling, and any of their respective spouses) and household members (whether or not related) of The Cartoon Network, Inc. ("Sponsor"), All Points Packaging & Distribution, Inc. ("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 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 begins at 10:00:01 a.m. ET on October 2, 2009 and ends at 11:59:59 p.m. ET on November 29, 2009 ("Promotional Period"). The Sweepstakes will consist of fifty-nine (59) total prize drawings (one (1) drawing for eligible entries received on each calendar day during the Promotional Period).

To enter the Sweepstakes, participants must log on to www.Ben10countdown.com during the Promotional Period and follow the directions to enter and submit participant's email address. Participants should get parental permission before participating. No other method of entry will be accepted.

To be eligible for a day's prize drawing, entries must be submitted and received by 11:59:59 p.m. on the applicable calendar day. All entries will be valid only for the prize drawing on the calendar day in which they are received and will not be entered into any subsequent prize drawings. Sponsor's computer is the official time keeper for this Sweepstakes.

LIMIT: one (1) entry per person, household and e-mail address per calendar day/ prize drawing. Multiple entries received in violation of the above entry limitation, false or deceptive acts or entries, or entries generated by script, macro or other automated means or by any other means that subvert the entry process will be void, will render a participant ineligible and also may result in participant no longer being allowed to enter Sponsor's sweepstakes, contests or other promotions in the future, at Sponsor's sole discretion.

Entries must be submitted in the name of an eligible living individual and prize(s) can only be awarded to the individual email account holder whose name is on or corresponds to each winning entry, provided however, a child who submits an entry in the name of his/her parent's email account will be deemed the qualifying entrant. All entries become the property of Sponsor and will not be acknowledged or returned. Any information collected from individuals that are determined to be ineligible to participate in this Sweepstakes will be deleted.

The 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 a 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 or undermine 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. One (1) potential winner (when verified by Sponsor and Administrator, as set forth below, the "Winner") will be randomly selected by Administrator, an independent judging agency, from among all eligible entries received for each calendar day's prize drawing (each Winner, collectively referred to herein as the "Winners"). The odds of being a Winner will depend on the total number of eligible entries received for each calendar day's prize drawing. Limit one (1) win per person, household or email address during the Promotional Period.

Within one (1) week following each prize drawing, the potential Winner will be sent an email from the Administrator (the "Prize Notification Email") notifying them of their status and containing a prize acceptance package; potential Winners must submit a fully completed prize acceptance package consisting of an Affidavit of Eligibility and Liability and Publicity Release (except where prohibited by law) or a Prize Acceptance Form, and any other required documents (collectively, the "Winner Documents"), signed by a parent or legal guardian, offline by facsimile, mail or traceable courier as outlined in the supplied instructions, to Administrator for Administrator's receipt within seven (7) days of date of the Prize Notification Email (as specified in the supplied instructions).

If any potential Winner cannot be contacted or fails to sign and return the Winner Documents within the required time period, the person will be deemed ineligible, the prize will be forfeited and an alternate potential Winner will be selected by alternate random drawing from among all remaining eligible entries for that particular day's prize drawing. Administrator will conduct up to three (3) alternate random drawings after which the prize will be deemed unawarded. The decisions of Sponsor and Administrator in all matters regarding the Sweepstakes are final and binding.

4. PRIZE. Fifty-Nine (59) Prize Winners (One (1) Winner from each of the fifty-nine (59) daily prize drawings) will receive one (1) exclusive, custom watch based on the Ben 10 Alien Force Ominitrix™, at an approximate market value ("AMV") of five hundred dollars ($500).

TOTAL AMV OF ALL PRIZES (59 PRIZES): Twenty-Nine Thousand Five Hundred Dollars ($29,500).

No more than the stated number of prizes will be awarded. All details of the prizes not specified herein are at the sole discretion of Sponsor.

Prizes will be awarded to 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 and Prize Provider reserve the right to substitute any prize(s) of like value for any reason whatsoever. All details of the prizes not specified herein are at the sole discretion of Sponsor and Prize Provider. Limit one (1) prize per person, email address and household.

5. GENERAL.By participating in this Sweepstakes and accepting the prize(s), each Winner and their parent/legal guardian grants 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.

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 his/her 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 ENTRANTS 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 AND PRIZE PROVIDER HAVE 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 agree that (1) 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; (2) any and all claims, judgments, and awards shall be limited to actual out of pocket costs incurred, including costs associated with participating in this Sweepstakes, but in no event attorneys fees; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, punitive, incidental and consequential damages, and any other damages other than for actual out of pocket expense and any and all rights to have damages multiplies or otherwise increased. 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 these Official Rules or the Winners List (which should be available on or about March 15, 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") - Countdown to Ben 10: Alien Swarm Sweepstakes, c/o All Points Packaging & Distribution, 1650 Marietta Boulevard, Atlanta, GA 30318. All requests must be received by June 30, 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.