Prizes:

Five (5) Ultimate Grand Prize Packages Including:

• One (1) Happy Feet Snow Globe, Girl's Pink 'Gloria' Tee, Boy's Blue 'Mumble' Tee, Grey Knit Beanie, Women's Pink 'Gloria' Tee, Men's N Apparel Heather Grey Thermal, Tattoo Sheet
• One (1) Happy Feet Ornament Set, Girl's Pink 'Gloria' Tee, Boy's Blue 'Mumble' Tee, Grey Knit Beanie, Women's Pink 'Gloria' Tee, Men's N Apparel Heather Grey Thermal, Tattoo Sheet
• One (1) 'Mumbles Tumble' Game from Sababa Toys, Girl's Pink 'Gloria' Tee, Boy's Blue 'Mumble' Tee, Grey Knit Beanie, Women's Pink 'Gloria' Tee, Men's N Apparel Heather Grey Thermal, Tattoo Sheet
• One (1) Happy Feet PlayStation Video Game, Girl's Pink 'Gloria' Tee, Boy's Blue 'Mumble' Tee, Grey Knit Beanie, Women's Pink 'Gloria' Tee, Men's N Apparel Heather Grey Thermal, Tattoo Sheet
• One (1) Happy Feet Soundtrack from Atlantic Records featuring "Song of the Heart" by Prince, Girl's Pink 'Gloria' Tee, Boy's Blue 'Mumble' Tee, Grey Knit Beanie, Women's Pink 'Gloria' Tee, Men's N Apparel Heather Grey Thermal, Tattoo Sheet

Five (5) First Prize Packages Including:

• Happy Feet Activity Book, Happy Feet Shoelace Set, Happy Feet Pencil & Post-It Penguin Note Set, Silver 'Mumble' Key Chain in a Felt Pouch, Insulated Neoprene 6-Pack Carrier (Keep your 12oz. cans or bottles chilled for hours in this clink-proof wetsuit!)

To enter send an email including your first and last name, valid email address, complete mailing address, age and gender by November 21, 2006 at 5:00 p.m. PST to:

happyfeet@countingdown.com

Tap "HF" to 43892 for Happy Feet tones and graphics, the mobile game, showtimes and more! Get Tapping Today!

Standard data and text messaging rates apply

Be sure to check out the Happy Feet Soundtrack Site launched by Atlantic Records! Just click below to listen to what you can win!

Happy Feet Soundtrack Site

To learn more about this movie which hits theatres nationwide Novemburrr 17, 2006 visit the official site:

www.happyfeetmovie.com

Be the first to receive exclusive Warner Bros. Movie News Updates!

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 November 21, 2006 at 5:00 p.m. PST. All entries must be received by e-mail by (5:00 p.m.) PST November 21, 2006 . 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:

Sweepstakes open to all legal US residents of the United States, 13 years of age and up as of October 20, 2006 (start date of sweepstakes) and have an existing e-mail address prior to October 20, 2006 (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 November 21, 2006 .

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.