NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT INCREASE YOUR CHANCES OF WINNING. OPEN TO LEGAL RESIDENTS OF THE 50 UNITED STATES AND DISTRICT OF COLUMBIA ONLY, 21 OR OLDER. VOID WHERE PROHIBITED.

1) ELIGIBILITY: Food Network's Iron Chef America Secret Decoder Game (the "Promotion") is open only to legal residents of the fifty (50) United States and District of Columbia who are 21 years of age or older at the time of entry. Void outside the 50 United States and District of Columbia and where prohibited by law. Employees of Television Food Network ("Food Network" or "Sponsor"), Haley Miranda Group, Inc. ("Administrator" or "Judge(s)"), and their respective parents, affiliates, subsidiaries, retailers and advertising and promotion agencies, as well as the immediate family (spouse, parents, siblings, children and each of their respective spouses, regardless of where they reside) and household members of each such employee, whether related or not, are not eligible to enter or win. The Promotion is governed by U.S. law and is subject to all applicable federal, state, and local laws and regulations. The Promotion consists of an online instant win game (the "Instant Win Game"), a Grand Prize sweepstakes (the "Grand Prize Drawing"), a Local Prize sweepstakes (the "Local Prize Drawings"), where applicable, and a Local Trip Prize sweepstakes (the "Local Trip Prize Drawings"), where applicable.

2) TIMING: The Promotion begins at 12:01 a.m. Eastern Time ("ET") on 2/20/06 and ends at 11:59 p.m. ET on 3/13/06 (the "Promotion Period").

3) HOW TO ENTER THE PROMOTION: a) Obtain a Decoder Game Piece at participating retailers: During the Promotion Period, pick up a Decoder Game Piece available at participating retailers during regular store hours, while supplies last. For a list of participating retailers, visit www.secretdecodergame.com. Limit one (1) Decoder Game Piece per person. Decoder Game Pieces obtained through unauthorized channels or that have been altered or tampered with are void.
b) To play the Instant Win Game: Visit www.secretdecodergame.com during the Promotion Period, and register to play by completing and submitting the registration form. Limit one (1) registration per person/email address. After you submit the registration form, you will receive one (1) Instant Win Game play. Place the Decoder Game Piece over the scrambled message displayed on your computer monitor. When you view the scrambled message by matching up the red circles on your Decoder Game Piece with the red circles on your computer monitor, you will instantly discover if you are a potential winner of an Instant Win Game Prize. If you are the potential winner of an Instant Win Game Prize, you will receive an email explaining how to claim your prize including the applicable prize claim deadline. All prize awards are subject to verification of the winning Instant Win Game play, your eligibility and compliance with the terms of these rules. Limit one (1) Instant Win Game play per day per person/email address.
c) To enter the Grand Prize Drawing: You will automatically receive one (1) entry into the Grand Prize Drawing upon submitting the registration form and one (1) additional entry for each day you return to www.secretdecodergame.com to play the Instant Win Game during the Promotion Period.
d) To enter a Local Prize Drawing: Upon submitting the registration form, you will automatically be notified if you reside in one of the participating affiliate markets that qualify for a Local Prize Drawing (the "Local Prize Drawing Eligible Areas"). If you receive this notification, you will receive one (1) entry into that Eligible Area's Local Prize Drawing and one (1) additional entry into that drawing for each day you return to www.secretdecodergame.com to play the Instant Win Game during the Promotion Period. For a list of Local Prize Drawing Eligible Areas in which this Promotion will be offered, visit www.secretdecodergame.com.
e) To enter a Local Trip Prize Drawing: Upon submitting the registration form, you will automatically be notified if you reside in one of the participating affiliate markets that qualify for a Local Trip Prize Drawing (the "Local Trip Prize Drawing Eligible Areas"). If you receive this notification, you will receive one (1) entry into that Eligible Area's Local Trip Prize Drawing and one (1) additional entry into that drawing for each day you return to www.secretdecodergame.com to play the Instant Win Game during the Promotion Period. For a list of Local Trip Prize Drawing Eligible Areas in which this Promotion will be offered, visit www.secretdecodergame.com.
Limit one (1) Instant Win Game play, one (1) Grand Prize entry, one (1) Local Prize entry (if applicable), and one (1) Local Trip Prize entry (if applicable) per person/email address per day. All entries must be received by 11:59 p.m. ET on 3/13/06. The use of robotic, automatic, macro, programmed, or like methods for participation in this Promotion is strictly prohibited, and will result in disqualification of all Instant Win Game plays/entries from applicable entrant. In the event of a dispute as to who submitted any entry or Instant Win Game play, the authorized account holder of the email address used to participate will be deemed to be the entrant. The "authorized account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Potential winners may be required to show proof of being the authorized account holder.

4) WINNER PRIZE CLAIMS AND VERIFICATION: Instant Win Game: Two Hundred Twenty (220) random, computer-generated winning times, one (1) for each of the Instant Win Game Prizes listed below, will be created. If you are the first player to play the Instant Win Game at any one (1) of the randomly generated times (or if no one plays at such time and you are the first player to play after such time), as determined by Sponsor in its sole discretion, you will be a potential instant winner. Any unclaimed Instant Win Game Prizes will not be awarded. Instant Win Game Prizes will be sent by U.S. mail 8-10 weeks following receipt of any required documentation and completion of verification of the winning Instant Win Game play, your eligibility and compliance with the terms of these rules. All prize claim materials become the property of the Sponsor and will not be returned.

ALL POTENTIAL WINNING GAME PLAYS ARE SUBJECT TO VERIFICATION BY SPONSOR OR ADMINISTRATOR, WHOSE DECISIONS ARE FINAL AND BINDING. AN ENTRANT IS NOT A WINNER OF ANY PRIZE, EVEN IF THE INSTANT WIN GAME SHOULD SO INDICATE, UNLESS AND UNTIL ENTRANT'S ELIGIBILITY, COMPLIANCE WITH THE TERMS OF THESE RULES AND THE POTENTIAL WINNING GAME PLAY HAS BEEN VERIFIED AND ENTRANT HAS BEEN NOTIFIED THAT VERIFICATION IS COMPLETE. NEITHER SPONSOR NOR ADMINISTRATOR WILL ACCEPT SCREEN SHOTS OR OTHER EVIDENCE OF WINNING IN LIEU OF THE VALIDATION PROCESS. ANY PLAY THAT OCCURS AFTER THE SYSTEM HAS FAILED FOR ANY REASON IS DEEMED A DEFECTIVE PLAY AND IS VOID AND WILL NOT BE HONORED.

Grand Prize Drawing: Three (3) potential Grand Prize winners will be selected in a random drawing on or about 3/20/06 from all eligible Grand Prize Drawing entries received during the Promotion Period by Administrator, an independent judging organization, whose decisions are final and binding on all matters relating to the Promotion. Odds of winning a Grand Prize Drawing Prize depend upon the number of eligible Grand Prize entries received.

Local Prize Drawing: One (1) potential Local Prize winner for each Local Prize Drawing Eligible Area will be selected in a random drawing on or about 3/20/06 from all eligible Local Prize Drawing entries received for a Local Prize Drawing Eligible Area during the Promotion Period by Administrator, an independent judging organization, whose decisions are final and binding on all matters relating to the Promotion. Odds of winning a Local Prize depend upon the number of eligible Local Prize entries received for a Local Prize Drawing Eligible Area.

Local Trip Prize Drawing: One (1) potential Local Trip Prize winner for each Local Trip Prize Drawing Eligible Area will be selected in a random drawing on or about 3/20/06 from all eligible Local Trip Prize Drawing entries received for a Local Trip Prize Drawing Eligible Area during the Promotion Period by Administrator, an independent judging organization, whose decisions are final and binding on all matters relating to the Promotion. Odds of winning a Local Trip Prize depend upon the number of eligible Local Trip Prize entries received for a Local Trip Prize Drawing Eligible Area.

All potential Grand Prize, Local Prize and Local Trip Prize winners will be notified by phone and/or registered mail and will be required to execute and return an affidavit of eligibility/liability, tax form and, where legal, a publicity release (collectively, the "Eligibility Documents") within ten (10) calendar days of date of issuance. If a potential winner cannot be reached within seven (7) calendar days from the first notification attempt, or in the event of noncompliance within the above stated Eligibility Documents time period, with these Official Rules, or if any prize notification is returned as undeliverable, prize will be forfeited and, at Sponsor's sole discretion, an alternate winner may be selected. If no entries are received for a Local Prize Drawing Eligible Area, that Local Prize will not be awarded. If no entries are received for a Local Trip Prize Drawing Eligible Area, that Local Trip Prize will not be awarded.

5) PRIZES: Three (3) Grand Prizes: Trip for two (2) to New York City for the Ultimate Iron Chef America Experience. Trip package consists of roundtrip coach-class air transportation for two (2) from a major U.S. gateway airport nearest winner's home (as determined by Sponsor in its sole discretion) to New York, New York; three (3) days and two (2) nights stay at a hotel selected by Sponsor in its sole discretion (one room, standard double occupancy); ground transportation to and from the airport and the hotel in New York City; admittance for two (2) to an exclusive Iron Chef America dining experience (type of dining experience to be determined by Sponsor in its sole discretion); ground transportation to and from the hotel and the dining experience; one (1) All-Clad MC2 Cookware Set (which consists of one (1) Fry Pan, one (1) Sauce Pan with lid, one (1) Sauté Pan with lid, and one (1) Stock Pot with lid) for the winner; and Five Hundred Dollars ($500) for the winner. Approximate Retail Value ("ARV") per Grand Prize: $3,200. Actual value may vary based on airfare fluctuations and dates of travel. Winner must take trip on dates specified by Sponsor or prize will be forfeited in its entirety and, at Sponsor's discretion, awarded to an alternate winner. Trip subject to availability and certain travel restrictions. Travel must be made through Sponsor's agent and Sponsor shall determine airline and flight itinerary in its sole discretion. Releasees (as defined below) are not responsible for airlines cancellations or delays. If in Sponsor's sole discretion air travel is not required due to winner's proximity to New York City, ground transportation will be substituted for air transportation and no compensation or substitution will be provided for difference in prize value. All expenses and incidental travel costs not expressly stated in the package description above, including, but not limited to, ground transportation, meals, personal charges at lodging, security fees and taxes are the responsibility solely of winner. Travel companion must be of legal age of majority in his/her state of residence (and at least 18 years of age), unless accompanied by his/her parent or legal guardian. Winner and travel companion must travel together on same itinerary and must have proper identification as may be required by the airline. Travel companion (or, if a minor, his/her parent or legal guardian) must execute and return a liability/publicity release prior to ticketing. Sponsor will not replace any lost, mutilated, or stolen tickets, travel vouchers or certificates. If for any reason Sponsor cannot provide for winner and travel companion to attend an Iron Chef America dining experience, no substitution or compensation will be given in lieu thereof, however remainder of prize package will be awarded.

Two Hundred Twenty (220) Instant Win Prizes: All-Clad Stainless Steel Measuring Cup Set (ARV: $40 each).

One (1) Local Prize for each Local Prize Drawing Eligible Area (for a total of up to one hundred fifty (150) Local Prizes): All-Clad MC2 Cookware Set, which consists of one (1) Fry Pan, one (1) Sauce Pan with lid, one (1) Sauté Pan with lid, and one (1) Stock Pot with lid (ARV per Local Prize: $320).

One (1) Local Trip Prize for each Local Trip Prize Drawing Eligible Area (for a total of up to twenty-one (21) Local Trip Prizes): Trip for two (2) to New York City for the Ultimate Iron Chef America Experience. Trip package consists of roundtrip coach-class air transportation for two (2) from a major U.S. gateway airport nearest winner's home (as determined by Sponsor in its sole discretion) to New York, New York; three (3) days and two (2) nights stay at a hotel selected by Sponsor in its sole discretion (one room, standard double occupancy); ground transportation to and from the airport and the hotel in New York City; admittance for two (2) to an exclusive Iron Chef America dining experience (type of dining experience to be determined by Sponsor in its sole discretion); ground transportation to and from the hotel and the dining experience; one (1) All-Clad MC2 Cookware Set (which consists of one (1) Fry Pan, one (1) Sauce Pan with lid, one (1) Sauté Pan with lid, and one (1) Stock Pot with lid) for the winner; and Five Hundred Dollars ($500) for the winner. Approximate Retail Value ("ARV") per Grand Prize: $3,200. Actual value may vary based on airfare fluctuations and dates of travel. Winner must take trip on dates specified by Sponsor or prize will be forfeited in its entirety and, at Sponsor's discretion, awarded to an alternate winner. Trip subject to availability and certain travel restrictions. Travel must be made through Sponsor's agent and Sponsor shall determine airline and flight itinerary in its sole discretion. Releasees (as defined below) are not responsible for airlines cancellations or delays. If in Sponsor's sole discretion air travel is not required due to winner's proximity to New York City, ground transportation will be substituted for air transportation and no compensation or substitution will be provided for difference in prize value. All expenses and incidental travel costs not expressly stated in the package description above, including, but not limited to, ground transportation, meals, personal charges at lodging, security fees and taxes are the responsibility solely of winner. Travel companion must be of legal age of majority in his/her state of residence (and at least 18 years of age), unless accompanied by his/her parent or legal guardian. Winner and travel companion must travel together on same itinerary and must have proper identification as may be required by the airline. Travel companion (or, if a minor, his/her parent or legal guardian) must execute and return a liability/publicity release prior to ticketing. Sponsor will not replace any lost, mutilated, or stolen tickets, travel vouchers or certificates. If for any reason Sponsor cannot provide for winner and travel companion to attend an Iron Chef America dining experience, no substitution or compensation will be given in lieu thereof, however remainder of prize package will be awarded.

General Prize Conditions: Limit one (1) Grand Prize/Local Prize/Local Trip Prize per person/email address/household. Limit one (1) Instant Win Prize per person/email address/household. An Instant Win Game Prize winner will still be eligible for a Grand Prize, Local Prize or Local Trip Prize. All prize details are at the sole discretion of the Sponsor. Prizes will be awarded "as is" with no warranty or guarantee, either express or implied by Sponsor. No substitution, assignment, cash equivalent or transfer of prizes permitted, except by Sponsor, who reserves the right to substitute a prize (or portion thereof) with another prize of comparable or greater value, at its sole discretion. The total maximum ARV of all prizes in the Promotion: $133,600.

6) TAXES AND EXPENSES: Winners are solely responsible for all federal, state, and local taxes (if any) and other fees and expenses associated with prize receipt and use not specified herein as being awarded.

7) CONDITIONS OF ENTRY: By participating, each entrant fully and unconditionally agrees to and accepts these Official Rules and the decisions of Sponsor and Judges, which are final and binding in all matters related to the Promotion. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the Promotion or to be acting in violation of these Official Rules, or in an unsportsmanlike or disruptive manner.

8) GENERAL CONDITIONS: By participating, the entrants consent to the use of their names, cities and states of residence, voices, and/or photographs and/or similar related information for promotional, advertising and other purposes in any and all media now or hereafter known throughout the world in perpetuity by Sponsor and its designees, without additional compensation, notification or permission, except where prohibited by law. Entrants agree to release and hold harmless Sponsor, Administrator, and their respective parent companies, affiliates, subsidiaries, divisions, suppliers, distributors, retailers, and advertising and promotion agencies, and all of their respective officers, directors, shareholders, employees, and agents (collectively, "Releasees") from any claims, actions, injury, loss or damage of any kind resulting from participating in this Promotion or from the acceptance or use of any prize awarded (including any travel or activities related thereto).

9) LIMITATIONS OF LIABILITY: Only the number of prizes stated herein will be awarded. If printing, seeding, technical, computer, human or other errors result in more valid, eligible prize claims than the number of prizes set forth in these Official Rules, Sponsor reserves the right to conduct a random drawing from among all eligible, valid, non-suspect prize claims received to award the advertised number of prizes. Releasees are not responsible for: (i) technical failures of any kind, including but not limited to the malfunctioning of any computer, cable, network, hardware or software; (ii) the unavailability or inaccessibility of any transmissions or telephone or Internet service; (iii) unauthorized human intervention in any part of the entry process of the Promotion; (iv) late, lost, stolen, undelivered, misdirected, delayed, inaccurate, illegible, or incomplete Decoder Game Pieces, entries, prize claims or postage-due mail or for any electronic, computer, printing, typographical, human or other error relating to or in connection with the Promotion, including, without limitation, errors which may occur in connection with the administration of the Promotion, the processing of entries or prize claims, the announcement of prizes or in any Promotion-related materials; or (v) any injury or damage to persons or property, including but not limited to entrant's computer, hardware, or software, which injury or damage may be caused, directly or indirectly, in whole or in part, from entrant's participation in the Promotion. Sponsor reserves the right to cancel or modify the Promotion if fraud, technical failures or any other factor beyond Sponsor's reasonable control impairs the integrity of the Promotion (or portion thereof), as determined by Sponsor in its sole discretion. In such event, Sponsor reserves the right to award the Grand Prize, Local Prize and Local Trip Prizes from among all eligible, non-suspect entries received for each drawing up to the time of the impairment and any unclaimed Instant Win Game Prizes at random from among all eligible, non-suspect, non-winning registrations received up to the time of the impairment.

10) DISPUTES: Except where prohibited, entrant agrees that: (a) any and all disputes, claims and causes of action arising out of, or connected with, the Promotion or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in the State of California; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering a Promotion, and in no event shall entrant be entitled to receive attorneys' fees or other legal costs or expenses; and (c) entrant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, entrant's rights and obligations, or the rights and obligations of the Sponsor in connection with the Promotion, shall be governed by, and construed in accordance with, the laws of State of California, without giving effect to any choice of law or conflict of law rules (whether of the State of California or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than State of California.

11) RULES/WINNERS LIST: For the names of the winners, available after 5/15/06, or for an additional copy of these Official Rules, mail a self-addressed stamped envelope to: Food Network's "Iron Chef America Secret Decoder Game" c/o Haley Miranda Group, 8654 Washington Boulevard, Culver City, CA 90232. Please specify "Rules" or "Winners List". Requests must be received by 5/08/06. You may also view these Official Rules at www.secretdecodergame.com.

12) SPONSOR: Television Food Network, G.P., 1180 Avenue of the Americas, New York, NY 10036.

13) ADMINISTRATOR: Haley Miranda Group, 8654 Washington Boulevard, Culver City, CA 90232.