CONGRATULATIONS TO OUR FIVE GRAND PRIZE PACKAGE WINNERS:

Sharon Aurora, Monica Cross, Amanda Gaines, Mary Robb & Bill Toutz!

Prizes:

• Five Grand Prize Packages -- Five (5) Grand Prize Packages including: One pair Levi's Superlow Bootcut 518 Jean* pants, One Denim iPod mini case with clip, One tank top, One Soundtrack CD**, One Tote with embroidered logo - all pictured above.

To enter send an email including your first and last name, valid email address, complete mailing address, age and gender to travelingpants@CountingDown.com by 5 p.m. PST Wednesday June 1, 2005.

To learn more about The Sisterhood of the Traveling Pants, visit the official site:

http://www.sisterhoodofthetravelingpants.com

Join up to be the first to receive exclusive WB Movie Mail News!

Contest Starts: May 19, 2005

Contest Ends: June 1, 2005

*Winners will be contacted by email to ascertain the correct size for the Levi's 518 jean fulfillment which will come directly from Levi's distribution center. Winners can go into any retail store to try on a pair of 518's before replying with size request (Please note: winners will not be able to return/exchange the jeans at these retailers).

**Not pictured.

OFFICIAL RULES
NO PURCHASE NECESSARY TO ENTER
Limit one entry per person, household or e-mail address. Multiple entries submitted by a single entrant are void. Entries without ALL of the required information are void.

Sweepstakes ends June 1, 2005 at 5:00 p.m. PST. All entries must be received by e-mail by (5:00 p.m.) PST June 1, 2005. Sweepstakes Sponsor (CountingDown.com) is not responsible for late, lost or misdirected e-mail or any error, omission, interruption, deletion, defect, delay or malfunction in operation or transmission on the Internet or website. In case of dispute, entry will be considered made by registered user of the e-mail/Internet account who must comply with these official rules.

Prizes:

• Five Grand Prize Packages -- Five (5) Grand Prize Packages including: One pair Levi's Superlow Bootcut 518 Jean* pants, One Denim iPod mini case with clip, One tank top, One Soundtrack CD**, One Tote with embroidered logo - all pictured above.

*Winners will be contacted by email to ascertain the correct size for the Levi's 518 jean fulfillment which will come directly from Levi's distribution center. Winners can go into any retail store to try on a pair of 518's before replying with size request (Please note: winners will not be able to return/exchange the jeans at these retailers).

**Not pictured.

Drawing and Notification:

Odds of winning depend on the number of eligible entries received. Winners will be selected in a random drawing held on or about June 1, 2005 from all eligible entries received by the Sponsor whose decisions are final and binding in all respects. Winners will be contacted by e-mail by Sponsor using information provided on the entry form. If no valid e-mail address is provided on the entry form, another potential winner may be selected, or if he/she is found to be ineligible, or if he/she cannot or does not comply with these Official Rules, such winner will be disqualified and an alternate winner selected.

Eligibility:

Sweepstakes open to all legal US residents of the United States, 13 years of age or older as of May 19, 2005 (start date of sweepstakes) and have an existing e-mail address prior to May 19, 2005 (start date of sweepstakes) only, except employees and immediate family (spouses and parents, siblings and children and their spouses) of: CountingDown.com and each of their respective parents, affiliates or subsidiaries, advertising agencies, sweepstakes supplier, and any other company involved with the design, production execution or distribution of the sweepstakes. Winners of prizes may be required to complete, execute and return an Affidavit of Eligibility, and winners must sign, execute and return a Liability Release and a Publicity Release, where legal, within 7 days of notification, or prize may be forfeited.

General:

By participating, entrants acknowledge and agree to be bound by these rules and the decisions of the judges, which are final. The winners hereby consent to the use of their name and or likenesses by CountingDown.com for the purposes of advertising without additional compensation unless prohibited by law. Taxes are the sole responsibility of the winners. Void where prohibited by law. Prizes are not exchangeable, transferable and cannot be redeemed for cash. All entries become the property of the Sponsor and will not be returned. In the event of unavailability of stated prizes, Sponsor reserves the right to substitute a prize of comparable value. By entering, entrant releases and holds harmless Sponsor, Warner Brothers, independent prize suppliers and their respective parents, affiliated and related companies, and the directors, officers, employees and agents of each, from any liability resulting from participation in the sweepstakes, or from acceptance, possession, or use of any prize. If, in the sole opinion of Sponsor, the Sweepstakes is compromised by virus, bugs, worms, unauthorized human intervention, or other causes beyond the control of Sponsor affecting administration, security, fairness or proper play of the Sweepstakes, Sponsor reserves the right, at its sole discretion, to cancel or suspend the Sweepstakes in its entirely and conduct the drawing from all eligible entries received prior to the action taken. Sponsor reserves the right to disqualify, seek remedies and damages from, and criminally prosecute any individual or entrant tampering with the entry process.

Winner's list:

A list of winners names will be posted on the CountingDown.com website after June 1, 2005.

SPONSOR:

The Sponsor of this sweepstakes is CountingDown.com, 1000 Flower Street, Glendale, CA 91201 who is solely responsible for all aspects of this promotion.