“‘I’M NOT SCARED SWEEPSTAKES”

OFFICIAL RULES

NO PURCHASE IS NECESSARY TO ENTER OR WIN.

A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

The “‘I’M NOT SCARED SWEEPSTAKES” (“Sweepstakes”) starts at 12:00 noon (PST) on 4/2/04 and ends at 6:00 pm (PDT) on 5/3/04 for Internet entry and on 5/3/04 for in-store entry and the postmarking of a mail-in entry. The sponsors of this Sweepstakes are Silver Cinemas Acquisition Co. d/b/a Landmark Theatres, 2222 South Barrington Ave., Los Angeles, CA 90064 and Perillo Tours, 577 Chestnut Ridge, Woodcliff Lake, NJ 07675 (the “Sponsors”). The Sweepstakes shall be subject to these Official Rules, and by entering, all participants agree to be bound by the terms and conditions herein.

ELIGIBILITY: THE “‘I’M NOT SCARED SWEEPSTAKES” (“Sweepstakes”) IS OPEN ONLY TO LEGAL RESIDENTS OF THE CONTIGUOUS CONTINENTAL UNITED STATES (EXCEPT RESIDENTS OF THE STATES OF FLORIDA AND RHODE ISLAND), TWENTY-ONE (21) YEARS OF AGE OR OLDER AS OF ENTRY DATE. Employees and their families of Sponsors, Miramax Film Corp., their respective affiliates, subsidiaries, parent companies, agencies, participating retailers and WEST COAST MARKETING (collectively, the “Promotion Parties”) and those living in the household of same are not eligible to enter or win. The Grand Prize winner’s travel companion is required to be twenty-one (21) years of age or older as of the date of issuance of Grand Prize winner notification. All U.S. Federal, state and local rules and regulations apply. Void in Alaska, Florida, Hawaii, Rhode Island, Puerto Rico, all U.S. territories and possessions and where prohibited or restricted by law. By entering this Sweepstakes, entrants agree to abide by all terms of these Official Rules.

HOW TO ENTER ONLINE: Beginning at 12:00 noon (PST) on 4/2/04 you may enter via the Internet by logging onto http://www.LandmarkTheatres.com (the “Entry Site”) and following the Sweepstakes entry directions. You will be asked to provide your name, address, telephone number, date of birth and e-mail address (if applicable). ALL ENTRIES ON THE ENTRY SITE MUST BE RECEIVED BY 6:00 PM (PDT) ON 5/3/04.

HOW TO ENTER AT A PARTICIPATING RETAIL LOCATION OR BY MAIL: On an Official Entry Form (available while supplies last at all Landmark Theatres and other participating retail locations), or on a 3” x 5” piece of paper, handprint (no mechanical reproductions accepted) your name, address, telephone number, date of birth and e-mail address (if applicable). Deposit your completed entry in the “‘I’M NOT SCARED SWEEPSTAKES” display at the participating retail location (“In-Store” Entry”), or mail your completed entry to “‘I’M NOT SCARED SWEEPSTAKES”, PO BOX 6044, Sherman Oaks, CA, 91413 (Mail-in Entry”). ALL IN-STORE DEPOSITED ENTRIES MUST BE DEPOSITED IN-STORE BY END OF BUSINESS ON 5/3/04. ALL MAIL-IN ENTRIES MUST BE POSTMARKED BY 5/3/04 AND RECEIVED BY 5/10/04.

ONLY ONE (1) ENTRY PER PERSON WILL BE ACCEPTED FOR THIS SWEEPSTAKES REGARDLESS OF THE METHOD OF ENTRY.

The Promotion Parties, prize suppliers, and any and all Internet server(s) and access provider(s), and each of their respective affiliates, subsidiaries, parent corporations, retailers and advertising and promotional agencies, and all of their officers, directors, shareholders, employees and agents (collectively, “Releasees”) are not responsible for: any incorrect or inaccurate entry information; human errors; technical malfunctions; failures, omissions, interruptions, deletions or defects of any telephone network, computer online systems, computer equipment, servers, providers, or software, including without limitation any injury or damage to participant’s or any other person’s computer relating to or resulting from participation in the Sweepstakes; inability to access the Entry Site; theft, tampering, destruction, or unauthorized access to, or alteration of, entries; data that is processed late or incorrectly or is incomplete or lost due to telephone, computer or electronic malfunction or traffic congestion on telephone lines or the Internet or any web site (including the Entry Site) or for any other reason whatsoever; typographical, printing or other errors; any deposited or mailed entries which are late, lost, incomplete, misdirected, stolen, mutilated, illegible, or postage due, or any combination thereof. Proof of mailing entry, depositing entry in display or entering information at the Entry Site is not considered proof of delivery or receipt. Illegible, incomplete, and mechanically reproduced entries will be disqualified. All entries become the property of the Sponsors and will not be acknowledged or returned. False, fraudulent or deceptive entries or acts shall render entrants ineligible. By entering the Sweepstakes, entrants affirm that they have read and accepted these Official Rules. The Sweepstakes shall be governed by and construed in accordance with the laws of the United States. By entering the Sweepstakes, entrants hereby submit to the jurisdiction and venue of the federal and state courts of the United States and waive the right to have disputes arising out of the subject matter hereof adjudicated in any other forum. The information obtained via the entry will be used by Sponsors and their affiliates for marketing purposes. Sponsors and their affiliates would like to use this information to contact you either by mail or email with updates about special promotions or offers. If you prefer not to receive updates do not check the appropriate box online or on the front of the ballot or indicate such preference on the 3” x 5” piece of paper used for your entry submission.

WINNER SELECTION: Winners will be selected in a random drawing from among all eligible entries on or about 5/20/04 by West Coast Marketing, an independent judging organization, whose decisions are and shall be final and binding in all matters relating to this Sweepstakes. All prizes will be awarded, assuming a sufficient number of eligible entries are received. Grand Prize and First Prize winners will be notified by e-mail, certified mail and/or telephone by 6/3/04 and will be required to execute and return a notarized Affidavit of Eligibility/Release of Liability, an IRS W-9 form and where legal, a Publicity Release form within 10 days of date of issuance. Grand Prize winner’s travel companion will also be required to complete and return a notarized Release of Liability form within this same 10-day time period. Failure to return all required forms within this time period, or to comply with any other provision herein, may result in the applicable winner being disqualified and an alternate winner selected. If a prize notification or prize is returned as undeliverable for any reason, the prize will be awarded to an alternate winner in a subsequent random drawing. Prizes are not transferable, assignable, or redeemable for cash. No substitution for a prize by the winner will be allowed. If necessary, due to unavailability of a prize for any reason, a prize of equal or greater value will be awarded at the sole discretion of the Sponsors.

All Federal, state and local tax liabilities are the responsibility of the winners. Acceptance of a prize constitutes permission (except where prohibited) for the Sponsors to use the winner’s name, likeness, biography, statements, and any other similar materials for marketing, promotional and publicity purposes without additional compensation or any limitation.

PRIZES: GRAND PRIZE (one [1] will be awarded): The Grand Prize shall consist of a “Roman Holiday” trip for two (2) people to Rome, Italy, consisting of: round trip (“R/T”) economy (coach) class airline tickets for two (2) via airline carrier(s) selected by the Sponsors between the major contiguous Continental U.S. gateway city airport closest to the winner’s home and Rome, six (6) consecutive nights hotel (single standard room, double occupancy at a hotel selected by Sponsors), daily hotel breakfast and R/T airport/hotel transfers in Rome. The approximate retail value (“ARV”) of this prize is $3,958 (NOTE: specific value depends on departure city and dates of travel).

All travel is subject to the following restrictions: A Saturday night stay over is required. All other meals, gratuities, excursions, insurance, incidentals, departure and airport taxes and fees and any other expenses not specified herein are the sole responsibility of the winner and his or her travel companion. All travel arrangements are to be administered by Sponsor or their designee(s). Winner must give a minimum of forty-five (45) days advance notice of desired departure and all travel must be completed by 5/20/05. All travel must be taken between the dates of 11/1/04 and 3/27/05 and is subject to airline and hotel availability. Blackout dates and other restrictions apply. Winner and companion must travel together on the same itinerary. Winner and his or her travel companion are responsible for obtaining all necessary travel documentation including valid U.S. passports and any required visas and will be required to provide valid government issued photographic ID at time of travel. No changes will be made to travel details once any portion of travel arrangements has been made. Sponsors are not responsible for changes in schedule of any element of the Grand Prize. Prize conditions may be added or modified by Sponsors.

FIRST PRIZE (one [1] will be awarded): The First Prize consists of one (1) VIP Courtesy pass for two (2) people to Landmark Theatres, good for use in the remainder of calendar year 2004 and all of 2005, subject to the following restrictions: picture ID may be requested upon use. Admission limited to available seating. Pass is not valid during Special Engagements or when a “no-pass” policy is listed in daily newspaper ads or posted at box office. The ARV of the First Prize is $250 in calendar year 2004 and $500 for calendar year 2005.

The total ARV of all prizes to be awarded in this Sweepstakes is $4,708.

The odds of winning a prize are determined by the total number of eligible entries received. Approximately 80,000 Official Entry Forms will be distributed during this Sweepstakes.

LIMITATIONS ON LIABILITY: Releasees shall not be liable to winner or any other person for failure to supply the prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Sponsors’ sole control. Releasees shall not be responsible for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carrier(s), hotel(s), or other transportation companies or any other persons providing any of these services and accommodations to passengers including any results thereof such as changes in services or accommodations necessitated by same. Releasees shall not be liable for any loss or damage to baggage.

GENERAL: Entrants agree to release and waive any claims they may have against Releasees for any and all injuries, claims, damages, losses, costs, or expenses of any kind (including without limitation attorney’s fees) resulting from acceptance, use, or misuse of any prize or element thereof, or participation in this Sweepstakes.

If for any reason this Sweepstakes is not capable of running as planned, or if this Sweepstakes or any web site associated therewith (or any portion thereof) becomes corrupted or does not allow the proper playing of the Sweepstakes and processing of entries in accordance with these rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsors’ sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Sweepstakes, the Sponsors reserve the right, at their sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend this Sweepstakes or any portion thereof. In the event this Sweepstakes is cancelled, the Sponsors will conduct a random drawing to award all prizes from among all eligible, non-suspect entries received prior to the time of the action or event warranting such cancellation. If such cancellation, termination, modification, or suspension occurs, notification will be posted at the Entry Site. ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE (INCLUDING THE ENTRY SITE) OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSORS RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. If a dispute arises about who submitted an entry on the Entry Site, the entry will be deemed submitted by the authorized account holder of the e-mail account entered. The authorized account holder is deemed the natural person who is assigned to an e-mail address by an Internet access provider, service provider, or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. A potential winner may be requested to provide Sponsors with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry and that all eligibility requirements are met.

NOTE: Internet entry must be made by the entrant only at the Entry Site. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address, including, but not limited to, commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Sweepstakes. The use of any device to automate the entry process is prohibited.

WINNERS LIST: For an Official Winners List (available after 6/30/04), or a copy of these Official Rules, send a self-addressed, stamped envelope to: “‘I’M NOT SCARED SWEEPSTAKES” (please specify Official Winners’ List or Official Rules), PO Box 56436, Sherman Oaks, CA, 91413. Residents of VT may omit return postage. Official Rules are also available during the Entry Period at the Entry Site at Landmark Theatres and at participating retail locations.

(c) 2004 Silver Cinemas Acquisition Co. d/b/a Landmark Theatres. All Rights Reserved.