Official Rules

NO PURCHASE IS NECESSARY TO ENTER OR WIN

SWEEPSTAKES PERIOD:The Lord of the Rings: The Return of the King Mobile Scrambler (the "Sweepstakes") begins at 9:00 AM PST on November 23, 2003 and ends at 11:59 PM PST on February 1, 2004 (the "Sweepstakes Period").

HOW TO ENTER: The "Lord of the Rings: The Return of the King Mobile Scrambler" Sweepstakes (this "Sweepstakes") consists of separate prize drawings during the Sweepstakes Period. To enter the Sweepstakes by using text messaging, join the Mobile Scrambler group by visiting www.verizonwireless.com/lotr and sign up for the wireless sweepstakes offering, marked "Mobile Scrambler", to receive two word scrambles per week to either a 2-way text messaging capable wireless phone, or e-mail address. Simply respond via text messaging or e-mail by de-scrambling the out of order letters to create a correctly spelled word to be placed in a random drawing for a chance to win that week's prize. Entrants using text messaging must have digital service and will be charged for receiving and responding to the word scramble according to their wireless carriers' rate plan(s). Text messaging is not in all markets in the U.S. No mechanically reproduced entries will be accepted. Limit one entry per person, per mobile telephone number or per e-mail address per word scramble regardless of method of entry.

If you are or are not a Verizon Wireless service subscriber and wish to enter without sending a text message, during the Sweepstakes Period, send a 3x5 postcard with your name, address, daytime area code and phone number, email address, and Verizon Wireless Mobile Telephone Number (MTN), if applicable, to: Mobile Scrambler c/o Upoc Promotions Dept 65 Broadway Suite 602 New York, NY 10006. Mailed entries will be included in the drawing based on when such mailed entries are received by Sponsor. All mailed entries must be postmarked by February 1, 2004 and received by February 6, 2004. . Entries are limited to 1 per day during the Sweepstakes period, but each entry must be on a separate postcard.

All entries become the sole property of Sponsors and receipt of entries will not be acknowledged or returned. Any individual who attempts or otherwise encourages, directly or indirectly, the entry of multiple or false contact information under multiple identities or uses any device or artifice to enter or encourage, directly or indirectly, multiple or false entries, as determined by the Sponsors, will be disqualified. Mutilated, lost, illegible or incomplete entries will be deemed ineligible and disqualified. In the event of a dispute as to entries submitted by multiple users having the same email or MTN account, entry will be declared made by the authorized subscriber of the e-mail or account holder of the MTN used to enter the Sweepstakes at the actual time of entry will be deemed to be the entrant and must comply with these rules. An authorized account subscriber is deemed to be the natural person who is assigned an e-mail address by an Internet access provider, online service provider or other organization which is responsible for assigning email addresses, and the domain associated with the submitted e-mail address. "Authorized Account Holder" is defined as the natural person who is assigned a MTN by Verizon Wireless or as shown on Verizon Wireless' records.

Upoc Inc. ("Upoc"), and Verizon Wireless (collectively, "Sponsors") and their respective agencies are not responsible for late, lost, misdirected, or damaged entries or for technical, hardware, software or telephone malfunctions of any kind, lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications caused by the sender, or by any of the equipment or programming associated with or utilized in this Sweepstakes which may limit the ability to play or participate, or by any human error that may occur in the processing of the entries in this Sweepstakes. Sponsors shall not be responsible for lost, delayed, or misdirected entries by the U.S. Postal Service or other delivery service. If for any reason, (including infection by computer virus, bugs, worms, tampering, unauthorized intervention, fraud, technical failures, or any other cause beyond the control of Sponsors, that corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Sweepstakes), the online or text messaging portion of this Sweepstakes is not capable of being conducted as described in these Official Rules, Sponsors shall have the right, at their sole discretion, to cancel, terminate, modify or suspend this Sweepstakes, and select the prize winners from entries received prior to action taken, or as otherwise deemed fair and appropriate by Sponsors. Sponsors reserve the right to prosecute any fraudulent entries to the fullest extent of the law.

ELIGIBILITY: The Sweepstakes is open only to legal residents of the United States, 18 years of age or older as of the date of entry. Void in Puerto Rico, the U.S. Virgin Islands, U.S. Military installations in foreign countries, anywhere outside of the U.S. and where prohibited, taxed or restricted by law. Employees of Verizon Wireless, UPOC, AOL, Time Warner, & New Line Cinema, and their family members, and each of their respective parent companies, subsidiaries, affiliates, and their advertising, sweepstakes and production agencies are not eligible to enter.

RANDOM DRAWING: Prize: Two (2) winners will be randomly selected each week during the Promotion Period from all eligible entries received that week. Each drawing will be conducted by Upoc, whose decisions shall be final and binding, as the judge of this Sweepstakes. Winners will be notified by text message, telephone, or e-mail. Winners must respond to such notification within five (5) days after the notification is sent or an alternate winner will be selected from the remaining eligible entries. If winner is a minor in his/her jurisdiction of residence, prize may be awarded in the name of, or to, winner's parent/legal guardian who must execute all documents and agree to all obligations and undertakings of winner, both on behalf of himself/herself and winner, or prize may be forfeited and awarded to an alternate winner.

PRIZES: Twenty (20) Prize Packs. Each Prize Pack includes The Lord of the Rings: The Fellowship of the Rings and The Lord of the Rings: The Two Towers DVD, T-shirt, hat and two tickets to see the The Lord of the Rings: The Return of the King in a select theater. Approximate Retail Value (ARV): $90 each. Total ARV of Prizes: $1800. No prize substitution or cash equivalent permitted. Each prize is non-transferable. Odds of winning depend upon the number of eligible entries received. Delivery of prizes requires a street address (No P.O. Boxes). Prizes are not replaceable if lost, damaged, or stolen. Taxes and any other expenses related to the acceptance or use of any prize are the winners' sole responsibility.

RESTRICTIONS: Prizes are not replaceable if lost, damaged or stolen. Prizes are not refundable. Sponsors are not required to offer any substitution for or alternative to prizes awarded under this Sweepstakes. Prizes are non-transferable. No substitutions/cash redemptions. Sponsors reserve the right to substitute a prize of equal or greater value in the event a prize is unavailable. Recipients of prizes must have a U.S. mailing address.

GENERAL CONDITIONS: By entering, all entrants agree to be bound by these Official Rules and by the decisions of the Sponsors, which shall be final and binding. By accepting prize, each winner grants to Sponsors the right to use their name, likeness, image, voice, hometown, and biographical information in advertising, trade and promotion, including on the Internet or via wireless application protocol, without further compensation or permission, except where prohibited by law. Winners may be required to complete, sign and return an Affidavit of Eligibility and Publicity Consent/Liability Release within seven (7) days after notification attempt or prize may be forfeited and awarded to an alternate. Any expenses associated with the receipt and use of prize are solely the responsibility of the winner. By participating, entrants and winners agree to release and hold harmless Sponsors, their respective parents, subsidiaries, affiliates, subsidiaries, suppliers, and the employees and agents of each from any and all liability for any loss, harm, damage, injury, cost or expense, whatsoever including without limitation, property damage, personal injury and/or death, arising out of participation in this Sweepstakes and/or the acceptance, use or misuse of the prize, and claims based on publicity rights, defamation, invasion of privacy, and prize delivery.

By participating in this Sweepstakes, all entrants authorize Upoc and Verizon Wireless to communicate with them by text messaging. Any personal information supplied by any entrant to Sponsors will be subject to Upoc's and Verizon Wireless' privacy policy and Upoc's terms of service posted at www.verizonwireless.com/lotr. Entrants who do not comply with these Official Rules, or attempt to interfere with this Sweepstakes in any way shall be disqualified. The use of automated entry devices or any other conduct that impedes the integrity of the Sweepstakes is prohibited. Sweepstakes is subject to all U.S federal, state and local laws. Entrants agree the Sweepstakes is governed by New Jersey law.

WINNERS' NAMES & OFFICIAL RULES: You may request the names of winners by sending a self-addressed, stamped envelope by February 1, 2004 to: The "LOTR Mobile Scrambler" Sweepstakes Winners' List, c/o Contest Department, 65 Broadway, Suite 602, NY, NY 10006. For a copy of the Official Rules go to www.verizonwireless.com/lotr.

SPONSORS: Upoc Inc., 65 Broadway, 6th Floor, N.Y., N.Y. 10006 Verizon Wireless, 30 Independence Blvd, Warren, NJ 07059