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NO PURCHASE NECESSARY. SWEEPSTAKES SHALL BE CONSTRUED AND EVALUATED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA. VOID WHERE PROHIBITED.

1. SWEEPSTAKES: CinemaNow's Burn to DVD Sweepstakes (the "Sweepstakes") starts August 15, 2006 at 6 p.m. PDT and ends November 30, 2006 at 11:59 p.m. PDT (the "Sweepstakes Period"). Sweepstakes will be hosted at www.cinemanow.com (the "Web Site").

2. ELIGIBILITY: Each Individual Sweepstakes is open only to legal residents of the 50 states of the U.S. and D.C., who are physically located and residing therein, and who are 18 years of age or older as of the start date of the Sweepstakes Period. Employees of CinemaNow, Inc. (the "Sponsor"), MSN, Windows Media, their advertising or promotion agencies, those involved in the production, development, implementation or handling of this Promotion, any agents acting for, or on behalf of the above entities, their respective parent companies, officers, directors, subsidiaries, affiliates, licensees, service providers, prize suppliers, any other person or entity associated with this Promotion (collectively, "Promotion Entities"), members of their immediate families (spouses, children, siblings, parents), and/or persons living in the same household as such persons, whether or not related, are ineligible to enter this Promotion.

3. HOW TO ENTER: No Purchase Necessary, and no entry fee, payment or proof-of-purchase necessary to participate in the Sweepstakes. To enter the Sweepstakes, enter your email address in the entry box on the Web Site and click where indicated to submit entry. Limit one entry per each day of the Sweepstakes Period. For purposes of these rules, a day is defined as 12:00:00 a.m. PDT through 11:59:59 p.m. PDT. The computer clock of Sponsor's webmaster is the official timekeeping device of the Sweepstakes.

The name of the person submitting the email address upon Sweepstakes entry must be the name of the person who registered on the Web Site with such email address, and the authorized account holder of such email address, otherwise, entry may be deemed void. In the event of dispute over the identity of a potential winner, an online entry will be declared made by the authorized account holder of the email address submitted at the time of entry, and potential winner may be required to provide identification sufficient to show that he/she the authorized account holder of such email address. It is the sole responsibility of the entrant to notify the Sponsor in writing if the entrant changes his or her e-mail or postal address during the Sweepstakes Period.

Proof of emailing does not constitute proof of delivery or entry. All entries become the property of Sponsor and will not be returned to entrant. Each entry submission must be manually key stroked and manually entered by the individual entrant; automated and/or repetitive electronic submission of entries (including but not limited to entries made using any script, macro, bot or Sweepstakes service) will be disqualified and transmissions from these or related email or IP addresses may be blocked.

4. PRIZES: One (1) Grand Prize will be awarded, consisting of Sony VAIO notebook computer, HP All-in-One printer, Neat-O DVD labels, DVD jewel cases, blank DVD discs and a $100 CinemaNow gift certificate. Total ARV: $2,690.

Ten (1) First Prizes will be awarded, consisting of CinemaNow $50 gift certificates. Total ARV: $500

Total estimated retail value of all prizes: $3,190

5. DRAWING: All potential winners will be selected in a random drawing from among all eligible entries received. Drawing will be conducted on or about December 15, 2006 by Sponsor, whose decisions are final and binding. Odds of winning depend upon the total number of eligible entries received. Entry submitted is only eligible for this Sweepstakes. Any unclaimed prizes will not be awarded.

6. GENERAL: Sweepstakes is subject to the laws of the United States only. Prizes will be awarded and/or delivered only to addresses within the United States. Except as determined by Sponsor in its sole discretion, no substitution of prize is offered, no transfer of prize to a third party is permitted, and non-cash prizes may not be redeemed for cash value. Any difference between stated approximate value of prize and actual value of prize will not be awarded. Prize winners will be solely responsible for all applicable federal, state and local taxes on prize. Winner may receive an IRS Form 1099 for the retail value of the prize. All other expenses on the receipt and use of a prize not specifically mentioned herein are solely the responsibility of the winner. Any portion of a prize not accepted by winner will be forfeited.

7. LIMITATIONS OF LIABILITY: Sponsor assumes no responsibility or liability for (a) any incorrect or inaccurate entry information, or for any faulty, failed, garbled or jumbled electronic data transmissions; (b) any unauthorized access to, or theft, destruction or alteration of entries at any point in the operation of this Sweepstakes; (c) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, computers or providers utilized in any aspect of the operation of the Sweepstakes; (d) inaccessibility or unavailability of the Internet or the Web Site or any combination thereof, or; (e) any injury or damage to participant's or to any other person's computer which may be related to or resulting from any attempt to participate in the Sweepstakes or download any materials in the Sweepstakes. If, for any reason, the Sweepstakes is not capable of running as planned for reasons which may include without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which may corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, then Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Sweepstakes in whole or in part.

8. WINNERS: Winners will be notified by e-mail (at the e-mail address provided on the entry form) at or around 12:00 noon, Pacific Time on December 18, 2006. Entrants agree Sponsor has the sole right to decide all matters and disputes arising from this Sweepstakes and that Sponsor's decision is final and binding. Except where prohibited by law, entrants agree to allow use of their name, voice, photograph, likeness and any information provided on entry form, in any medium of communication, including print, Internet, radio and/or television and for any purpose, including advertising, promotional or other purposes, by Sponsor or its affiliates, without additional compensation. By entering, entrants agree to release, indemnify and hold harmless Sponsor, MSN, Windows Media, their respective parent companies and affiliates, and each of their respective employees, representatives, contractors, sponsors and advertisers, from any and all liability, loss, damage, costs or claims related to the Sweepstakes, including, without limitation, claims arising out of the selection of winners, the distribution of prizes, and/or the use or misuse of any prize. Sponsor is not responsible for personal injury of any Winner incurred in connection with the use or misuse of Winner's prize. Winners may be required to execute an affidavit of eligibility and release of liability prior to receiving their prize. If the Winners is a resident of a jurisdiction that deems him/her to be a minor, he/she will be required to provide his/her parent's or legal guardian's release of liability and agreement to indemnify and hold harmless Sponsor and their respective parent companies and affiliates, and each of their respective employees, representatives, contractors, sponsors and advertisers, from any and all liability, loss, damage, costs or claims related to any allegation regarding the award of, the receipt of, and/or the use or misuse of the any Prize. Winners assume all applicable tax liability for their prize. For a list of winners, send a stamped, self-addressed envelope after January 1, 2007, to: List of Winners, CinemaNow's Burn to DVD Sweepstakes, CinemaNow, Inc., 4553 Glencoe Ave. Suite 200, Marina Del Rey, CA 90292.

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