NO PURCHASE NECESSARY TO WIN. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW. THIS SWEEPSTAKES IS ONLY INTENDED FOR LEGAL RESIDENTS OF THE 50 UNITED STATES AND WASHINGTON, D.C. AGE 21 AND OLDER.

ELIGIBILITY:
Sweepstakes open only to legal residents of the 50 United States and Washington, D.C., age 21 years or older as of March 18, 2004, Employees or directors of Showtime Networks Inc., Harrah's Operating Company, Inc., ADPRO Inc. and each of their respective parent companies, affiliates, subsidiaries, vendors, partners, promotion agencies, agents (collectively, "Sponsor") and their immediate family members (parents, children, siblings, spouse, regardless of where they live) or persons living in the same households of each (whether related or not) are not eligible. Sweepstakes begins March 18, 2004 and ends June 1, 2004 (as described below).

HOW TO ENTER:
To enter The Showtime Penn & Teller Sweepstakes (the "Sweepstakes") either (1) Log on to www.sho.com and follow the link to the Sweepstakes entry page. Complete the information requested and click on the submit button between 12:00:01 pm. ET on March 18, 2004 and 11:59:59 am. ET on June 1, 2004; or, (2) Legibly hand print your name, complete address with zip code, daytime phone number, email address (if available), age, and cable system (if known) on a piece of paper 3" X 5" and mail it to: The Showtime Penn & Teller Sweepstakes, P.O. Box 22478, Cleveland, OH 44122. All mailed entries must be postmarked by June 1, 2004 and received by June 8, 2004. Sponsor and its agents are not responsible for malfunctions of electronic equipment, computer hardware or software, or lost, late, incomplete, illegible, damaged, postage-due, or misdirected entries/mail. Sponsor and its agents are not responsible for problems downloading entries from the web site or for any other technical problems related to web site entries. No mechanically reproduced entries or facsimiles of paper entries allowed. Entrants choosing to enter via the Internet are responsible for all on-line charges incurred from their Internet Service Providers or similar fees. Sponsor reserves the right in its sole discretion to modify, suspend or terminate the electronic portion of this Sweepstakes in the event that it becomes infected by a computer virus or is otherwise technically impaired such that the electronic portion of the Sweepstakes cannot be conducted as originally planned. In such event, winners will be selected in a random drawing, composed of all eligible mailed entries received, as well as eligible online entries received prior to and/or after (if appropriate) the action taken by the Sponsor. In the event of a dispute regarding the identity of a person submitting an electronic entry, the entry will be deemed to be submitted by the person in whose name the e-mail account used to submit the entry is registered at the time of entry. Entries become the sole property of the Sponsor and will not be acknowledged or returned. One entry per day, per person, regardless of method of entry. Any attempted form of on-line entry other than indicated herein is void; no programmed, automated or similar modes of entry online are permitted.

PRIZES:
Grand Prize (1): Winner will receive a trip for two persons to Las Vegas (scheduled to take place in 2004, Sweepstakes winner will be notified regarding timing by October 1, 2004). Prize includes a 4 day/3 night trip for two people to Las Vegas, Nevada, consisting of round-trip coach air transportation from a major airport near winner's residence (Sponsor's choice), deluxe hotel accommodations (double occupancy), eight meals, spa visit, and airport/hotel transfers in Las Vegas. Approximate Retail Value (ARV): US$4,000. Grand Prize winner and his/her travel companion must travel together on the same itinerary. Any other expenses not specified herein are the sole responsibilities of winners. Actual value of Grand Prize depends on residence of winner, and air fares at time of booking. Certain restrictions and blackout dates may apply to Grand Prize travel. The entire trip including set visit must be taken within the time noted on the prize notification letter, is solely within the discretion of Sponsor and is subject to availability. If the Grand Prize winner or guest cannot travel during the dates established for the trip, the prize will be forfeited in its entirety and awarded to an alternate winner. Odds of winning are based on number of eligible entries received. Prizes are non-transferable. Procurement of all necessary travel documents, including, without limitation, a valid U.S. passport or other form of positive identification, is Grand Prize winner's sole responsibility. No cash substitution for the prize shall be awarded. First Prize (25): Penn & Teller: Bullshit! - The Complete 1st Season DVD. Approximate Retail Value (ARV): US$40 each.

DRAWING:
Winners will be selected on or about June 30, 2004, in a random drawing from all eligible on-line and mail-in entries received. Drawing will be conducted by ADPRO Inc., whose decisions are final and binding on all matters relating to the Sweepstakes. Grand Prize winner will be notified by ADPRO via overnight mail on or about July 9, 2004. Grand Prize winner will be required to execute and return an Affidavit of Eligibility, a Liability Release and a Publicity Release (where legal) within 14 days of date of attempted notification or prize may be forfeited and an alternate winner selected. Travel companion of Grand Prize winner must be 21 years of age and must execute and return a Liability Release and a Publicity Release, prior to issuance of travel documents. In the event of noncompliance with these requirements or if any prize notification/prize is returned as undeliverable, such prize will be forfeited and an alternate winner selected.

GENERAL:
Sweepstakes is governed by the laws of the State of New York, with jurisdiction and venue in New York County, New York and all claims must be resolved in the courts of New York County, New York. Void where prohibited. By entering, entrants: (1) agree to be bound by these Official Rules; (2) agree to the decisions of Sponsor regarding this sweepstakes; and (3) release and agree to hold harmless Sponsor and its agents and their respective officers, directors, employees, representatives, agents, and shareholders, from any and all liability, loss or damage arising out of their participation in this Sweepstakes or with respect to the awarding, receipt, possession, use and/or misuse of any prize. By providing an e-mail address entrants give their express permission to be contacted by Sponsor by email. To opt out from receiving future emails, follow the opt-out instructions contained in any of the Sponsor emails. All taxes are the winner's sole responsibility. Sponsor reserves the right, in its sole discretion, to disqualify any individual who Sponsor determines, in its sole discretion, has tampered with the Sweepstakes (including, but not limited to the Sweepstakes websites) or who has engaged in any fraudulent conduct; and, Sponsor may prosecute such individual to the full extent permitted by law. Sponsor may use any and all information which all entrants provide about themselves as permitted by law. Additionally, by entering the promotion all entrants may receive a one-time e-mail from sho.com.

RULES REQUEST:
For a copy of the official rules, please send a self-addressed stamped envelope to:The "Showtime Penn & Teller" Sweepstakes, P.O. Box 22478, Cleveland, OH 44122>to be received by June 1, 2004. (WA/VT residents may omit return postage)

WINNERS' LIST:
For a winners' list, send a self-addressed stamped envelope to:
The "Showtime Penn & Teller" Sweepstakes, P.O. Box 22478, Cleveland, OH 44122
to be received by July 9, 2004.

This promotion is sponsored by Showtime Networks Inc., 1633 Broadway, New York, New York, 10019. This promotion is administered by ADPRO, 30500 Solon Industrial Parkway, Solon, OH 44139. ©2004 Showtime Networks Inc. All rights reserved. Showtime is a registered trademark of Showtime Networks Inc., a Viacom Company.