OFFICIAL RULES

CONTEST IS OPEN TO LEGAL RESIDENTS OF THE 50 UNITED STATES AND THE DISTRICT OF COLUMBIA AND SHALL BE CONSTRUED AND EVALUATED ACCORDING TO U.S. LAW. DO NOT ENTER THIS CONTEST IF YOU ARE NOT LOCATED IN THE 50 UNITED STATES OR DISTRICT OF COLUMBIA AT THE TIME OF ENTRY.

NO PURCHASE NECESSARY. A PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING. Sponsored by NESTLÉ USA, 20 Inverness Place East, Englewood, CO 80112.

Eligibility:
Contest open to legal residents of the 50 United States and District of Columbia, 18 years or older, except employees and the immediate families (parent, child, sibling and spouse) or household members of NESTLÉ USA, Inc., Gage Marketing, their affiliates, subsidiaries, promotion and advertising agencies. NESTLÉ USA, Inc., Gage Marketing their affiliated companies, representatives, and each of their officers, directors, employees or agents ("Promotional Parties") are not responsible for, and shall be indemnified by the prize winner against, any claims, injuries, losses or damages of any kind resulting from acceptance, use, misuse, possession, or loss of the prize, or any use of the entries as outlined herein. Subject to all federal, state and local laws. Void where prohibited or restricted by law.

To Enter:
Access www.HOTPOCKETS.com between 12:01:00 a.m. CT on 4/25/05 and 11:59:59 p.m. CT on 6/30/05 and follow the on-screen instructions to register for the contest. All entrants must have a valid e-mail address.

Theme:
Submit a digital photograph of yourself which shows you enjoying HOT POCKETS® brand sandwiches and Milk in a fun way. Entries must contain both HOT POCKETS® brand sandwiches and Milk or entry will be ineligible. Entries must be received no later than 11:59:59 p.m. CT on 6/30/05. Entrant must own copyright in photo submitted and permission to submit photo of person(s) depicted therein. Sponsor's computer will be the official time clock for the Contest. Limit one entry per person/email address. Any attempt by any person to obtain more than the stated number of entries by using multiple/different email accounts, or any other methods will void all of that person's entries and that person will be disqualified.

Photo Requirements:
Photos submitted must be in .jpg format. File size should be no larger than 2MB. By submitting a photo, entrant represents and warrants that the photographer and any identifiable person depicted in the photo has the power and lawfully consents to the submission and use of the picture in the Contest and, at Sponsor's discretion, to its posting on the Internet in connection with the Contest and to Sponsor's non-exclusive use of any persons' likeness as incorporated into the photo in any and all media now known or hereinafter developed, without territorial, time or other use limitations. Submission of an entry grants Sponsor and its agents the right to publish, use, adapt, edit and/or modify such entry in any way, in any and all media, without limitation, and without consideration to the photographer, entrant or other identifiable persons depicted in a submitted photo. Submission of any entry further constitutes lawful consent of the entrant, photographer and any identifiable persons depicted in the submitted photo to irrevocably assign and transfer to the Sponsor on a non-exclusive basis any and all rights, title and interest in the entry, including, without limitation, all copyrights. Sponsor reserves the right it its sole discretion to verify the foregoing requirements, relating to the eligibility of any submitted photo, including the procurement of legally enforceable written confirmations from any identifiable persons depicted in a submitted photo. The reasonable costs incurred by entrant in connection with the creation and delivery of a submitted photo published by Sponsor will be reimbursed by Sponsor upon receipt of an itemized invoice. Entrant agrees to indemnify and hold Sponsor and the Promotional Parties harmless, including reasonable attorney's fees and costs, from any breach of the Contest requirements for photo entry. Entries: must be the original work of the entrant; may not have won previous awards; may not have been published previously; must not infringe third-party rights, and must be suitable for publication (i.e., may not be obscene or indecent).

Judging:
Two rounds of judging will be conducted. The first round of judging will be completed on or about July 5, 2005 from among all eligible entries received by an independent judging agency, whose decisions are final and binding in all matters relating to this Contest. All entries will be judged based on the following criteria: 33% originality (#1), 33% relevance to the theme (as described in the 'To Enter' section of these rules) (#2) and 33% humorous nature (#3). In the event of a tie, tie breaker will be based upon the highest score in the first judging criteria, continuing thereafter to each judging criteria in order (#1-#3), as needed, to break the tie. The first round of judging will name 26 finalists (each a "Finalist"). Finalists will be notified by telephone, postal mail, express mail and/or e-mail on or about July 7, 2005. In the second round of judging ("Second Round"), Finalist's photos will be posted at www.HOTPOCKETS.com between 12:01 a.m. Central Time (CT) July 9, 2005 and 11:59 p.m. CT on July 31, 2005 for public voting. The public will be asked to register and vote for the funniest photograph. Limit one vote per person per day. In the event of a tie, there will be a run-off vote between the tied entries by the public under the same criteria on dates as determined by Sponsor in its sole discretion. Grand Prize Winner will be notified by telephone, postal mail, express mail and/or e-mail on or about August 1, 2005.

Prizes:
Grand Prize (1) - $5,000 awarded in the form of a check made payable to the winner. ARV: $5,000. First Prizes (25) Free HOT POCKETS® brand sandwiches and Milk for one year awarded in the form of free product coupons. Free product coupons; 52 coupons valued at $2.99 each for HOT POCKETS® brand sandwiches and 52 coupons valued at $2.25 each for milk. ARV: $272. No cash substitutions for prizes will be permitted and prizes are non-refundable and non-transferable, except at sole discretion of sponsor. Sponsor reserves the right to substitute prize of equal or greater value. Federal, state and local taxes on prizes are solely the responsibility of the winner. Total ARV for all prizes $11,800. The Grand Prize winner will be required to complete, sign, and return an Affidavit of Eligibility, a Liability Release and, where lawful, a Publicity Release within seven (7) days of notification. If documents are not returned on a timely basis, or if any prize notification or prize is returned as non-deliverable, or if winner is found to be ineligible or not in compliance with these Official Rules, Grand Prize winner will be disqualified and the person with the next highest score in the Second Round will be selected as the Grand Prize winner who must sign and return all documentation as required herein. First Prizes will be shipped within 8-10 weeks of end of Contest.

Other Conditions:
Sponsor assumes no responsibility for computer system, phone line, hardware, software or program malfunctions or other errors, failures of any kinds, delayed computer transmissions or network connections that are human or technical in nature. Sponsor reserves the right in its sole discretion to cancel, modify or suspend this contest, in its entirety or in part should virus, bug, tampering, unauthorized intervention, fraud, technical failures, or other causes beyond Sponsor's control corrupt the administration, security, fairness, integrity or proper play of the contest. Sponsor is not responsible for incorrect or inaccurate entry information whether caused by Internet users or by any of the equipment or programming associated with or utilized in the contest by any technical or human errors which may occur in the processing of the entries in the contest. Should multiple users of the same e-mail account enter the contest and a dispute thereafter arise regarding the identity of the entrant, the authorized subscriber of said e-mail account at the time of entry will be considered the entrant. 'Authorized account subscriber' is defined as the natural person who is assigned an e-mail address by an Internet access provider, on-line service provider or other organization which is responsible for assigning e-mail addresses or the domain associated with the submitted e-mail address. Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the contest or web-site or to be acting in violation of the Rules.

Winners List:
Grand Prize and First Prize winners will be posted at www.HOTPOCKETS.com beginning 8/15/05.

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