1. PROMOTION DESCRIPTION: The McDonald’s® “Patriots™ Fantasy” Sweepstakes (the "Sweepstakes") is intended for participation only in Eastern Massachusetts, New Hampshire, Rhode Island, South Eastern Connecticut, Brattleboro and White River Junction, Vermont and Kittery, Maine (the “Territory”) and shall be construed according to, and governed exclusively by, United States law. Do not participate in the Sweepstakes if you are not a legal resident of the Territory, respectively, at the time of entry. Sweepstakes begins on or about December 1, 2004, and is scheduled to end on December 31, 2004 (the "Promotion Period"). At the end of the Promotion Period, a random drawing will be conducted to select one (1) Grand Prize winner, one (1) First Prize winner, and five (5) Second Prize winners from among all eligible entries submitted during the Promotion Period. Entry in the Sweepstakes does not constitute entry into any other promotion, contest or sweepstakes. By participating in the Sweepstakes, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of McDonald's Corporation (“Sponsor”), which shall be final and binding in all respects.

2. ELIGIBILITY: The Sweepstakes is open only to residents of the Territory who are eighteen (18) years of age and older at the time of entry. Persons in any of the following categories are NOT eligible to participate or win prizes in the Sweepstakes: (a) persons who on or after August 1, 2004 were or are franchisees, directors, officers, employees or agents of Sponsor, New England Patriots, L.P., the National Football League, The Marketing Store Worldwide, L.P., or any parent, subsidiary, affiliate, franchisee, or service agency or independent contractor of any of the above organizations; (b) individuals engaged in the development, production or distribution of materials for this Sweepstakes; and (c) persons who are immediate family members (defined as spouse or biological or step- mother, father, sister, brother, daughter, or son and each of their respective spouses) of any person in any of the preceding categories, regardless of where they live, and/or individuals who reside in the same household, whether related or not, as any person in any of the preceding categories.

3. HOW TO ENTER:

Sweepstakes: Visit a participating McDonald’s Restaurant in the Territory and purchase any food or drink item and a McDonald’s Crew member will provide an entry form. Participants must handprint their name, mailing address, daytime phone number and date of birth on the entry form and mail to: Redemption Center New England Patriots Promotion ENTRIES, P.O. Box 3334, Oak Brook, IL 60522-3334. Limit one (1) entry per person per visit even if more than one food or drink menu item is purchased during the visit. Visits to the same restaurant within a two-hour period are deemed to constitute a single visit for purposes of the Sweepstakes. Not to exceed three (3) visits in a day.

To Enter Without a Purchase: To enter without a purchase, please send a 3” x 5” piece of paper with your name, mailing address, daytime phone number and date of birth hand-printed, affix proper postage and mail to: Redemption Center New England Patriots Promotion ENTRIES, P.O. Box 4823, Oak Brook, IL 60522-4823. Limit three (3) entries per person per day.

Incomplete entries will be disqualified. Entries must be postmarked by December 31st, 2004 and received by January 10, 2005. Once submitted, entries become the property of the Sponsor. Except as otherwise contemplated in these Official Rules, information collected in connection with this Sweepstakes will be used in accordance with the permission granted at the time of registration and by Sponsor in accordance with its online privacy policy, which can be found at www.mcdonalds.com/privacy.html.

4. WINNER SELECTION: The Sweepstakes drawing will be on or about January 17th, 2005 and will include all eligible entries received during the Promotion Period. Drawing will be conducted by an independent judging organization using randomization methods selected in its sole discretion. The potential winners will be notified by phone and/or mail and will be required to complete an affidavit of eligibility and, where legal, a publicity release, a W-9 tax form, and companion release forms as set forth in Rule 6 below. Sponsor shall have no liability for any potential winner notification that is not received by any potential winner for any reason. If, despite reasonable efforts, any potential winner does not respond within seven (7) days of the first notification attempt, or if the prize is declined or a notification is returned as unclaimed or undeliverable to any potential winner, such potential winner will forfeit his or her prize and an alternate winner may be selected. If any potential winner is found to be ineligible, or if he or she has not complied with these Official Rules or declines a prize for any reason prior to award, such potential winner will be disqualified and an alternate winner may be selected.

5. PRIZE/APPROXIMATE RETAIL VALUE/ODDS: One (1) Grand Prize winner will receive two (2) season tickets to the New England Patriots’ home games for the 2005-2006 season. Prize also includes one (1) parking pass and two (2) McDonald’s $10 Meal Vouchers for each home game during the season. Seating location and all other details to be determined by Sponsor in its sole discretion. Total approximate retail value ("ARV") of Grand Prize: $2,250. One (1) First Prize winner will receive a VIP Day at Gillette Stadium for four (4) people. Prize includes: four (4) tickets to a New England Patriots game at Gillette Stadium during the 2005-2006 season (game to be determined by Sponsor in its sole discretion), roundtrip transportation from winner’s home in the Territory to the stadium, tour of the stadium by a member of the New England Patriots’ staff, an opportunity to be shown on the stadium Jumbotron with winner’s name announced during the half-time show, four (4) McDonald’s $10 meal vouchers, and a New England Patriots fleece (determined by Sponsor). ARV: $1,500. Five (5) Second Prize winners will receive an opportunity to attend a New England Patriots Monday night live radio taping and reception for two (2) people. Prize includes: Viewing of the show, mention during radio segment, an autographed New England Patriots football (player[s] determined by Sponsor in its sole discretion), food and refreshments and two (2) McDonald’s $10 Meal Vouchers. ARV: $760 each. Total ARV of all prizes combined: $7,350. Tickets and passes are subject to all terms and conditions printed directly on the tickets and/or passes themselves and/or generally applicable thereto. Tickets are non-transferable and will be deemed void if sold, lost, stolen, transferred, auctioned or assigned to any third person. Proper identification may be required for game admission. All meals, gratuities, transfers and other expenses not specified herein are the sole responsibility of each winner and his/her companions. Winner and his or her companions must attend the selected game on the dates scheduled. No substitutions will be made. In the event that any selected game does not or cannot take place as scheduled or at all, for reasons including but not limited to scheduling conflicts, strikes, lockouts, cancellations, postponement, an event of Force Majeure (defined below), or for any other reason, then in lieu of attending the specified game, the Grand Prize winner will receive tickets to an alternative game, and such tickets plus the remaining components, if any, of the prize shall constitute full satisfaction of Sponsor’s prize obligation to the winner, and no other or additional compensation will be awarded. Each guest (or such minor guest's parent or legal guardian) must sign and return a liability/publicity release prior to ticketing. The winner's companions must be 18 years of age or older, or if any companion is a minor, the winner must be such minor's parent or legal guardian such minor's parent or legal guardian must otherwise accompany him or her. All seat selections shall be made in Sponsor's sole discretion. Changes not permitted after ticket issue. Bus tickets are nonrefundable/nontransferable. Sponsor reserves the right to distribute Second Prizes according to availability. No requests for specific items will be considered. Autographed items will be removed from original packaging by Sponsor, autographed and then placed back into original packaging. Items will not be sealed in original packaging. Limit one prize per person. The odds of winning a prize depend upon the total number of eligible entries received during the Promotion Period.

6. PRIZE RESTRICTIONS/CONDITIONS: Prizes are nonassignable and nontransferable. No cash alternative or substitution of prizes will be allowed, except Sponsor reserves the right in its sole discretion to substitute prize(s) of comparable value if any prize is unavailable for any reason. Each prize winner shall be solely responsible for all federal, state and/or local taxes, sales tax, surcharges, service charges, delivery, processing and handling fees, and all other costs incurred in claiming the prize. Each prize winner will be issued a 1099 Tax Form in January, following the receipt of prize or time of vacation, for the retail value of the prize. Each potential prize winner will be required to execute an Affidavit of Eligibility, a Liability Release and, where legal, a Publicity Release (collectively, “Prize Claim Documents”). If any potential prize winner fails or refuses to sign and return all Prize Claim Documents within seven (7) days of prize notification, such potential prize winner may be disqualified and an alternate potential prize winner may be selected. If Sponsor so elects, a potential prize winner may be required to submit to a confidential background check to confirm eligibility and help ensure that the use of any such person in advertising or publicity for the Sweepstakes will not bring Sponsor into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Sweepstakes as determined by Sponsor in its sole discretion. In the event the background check reveals information that Sponsor, in its sole discretion, deems to be unbecoming, Sponsor reserves the right to withhold those aspects of any prize that would create a connection between the winner, on the one hand, and Sponsor or any Promotion Entity, on the other hand, in the mind of the general public – including without limitation the opportunity to be shown on the stadium Jumbotron with winner’s name announced during the half-time show and/or mention during the radio segment – and the remaining elements of the applicable prize shall satisfy Sponsor's prize obligations in full. In the event a prize winner or his or her guests engage during a game in behavior that (as determined by Sponsor in Sponsor's sole discretion) is obnoxious or threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsor reserves the right to terminate the experience early, in whole or in part, and send the winner and/or his or her guest home with no further compensation.

7. GENERAL CONDITIONS: Acceptance of a prize constitutes prize winner’s permission for Sponsor to use prize winner’s name, photograph, likeness, voice, biographical information, statements and address (city and state) for advertising and/or publicity purposes worldwide in all forms of media now known or hereafter developed, in perpetuity, without further compensation or authorization, except where prohibited by law. Participants agree that Sponsor, New England Patriots, L.P. the National Football League, The Marketing Store Worldwide, L.P., and each of their respective franchisees, affiliates, subsidiaries, local corporate advertising cooperatives, advertising and promotion agencies, and all of their respective directors, officers, employees, representatives and agents (collectively, the “Promotion Entities”) (A) shall not be responsible or liable for any losses, damages or injuries of any kind resulting from participation in the Sweepstakes or any Sweepstakes related activity, or from participants’ acceptance, receipt, possession and/or use or misuse of any prize, and (B) have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize, and THE PROMOTION ENTITIES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Sponsor is not responsible for incomplete, illegible, misdirected, late, lost, damaged, or stolen submissions; or for lost, printing errors, clerical, typographical or other error in the offering or announcement of any prize or in any prize notification documents, or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. No mechanically reproduced, illegible, incomplete, forged entries will be accepted.

8. Language Discrepancy. In the event there is a discrepancy or inconsistency between the English language version and the Spanish language version of these Official Rules or of any Sweepstakes materials, the English version shall prevail, govern and control. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Sweepstakes materials and the terms and conditions of these Official Rules, these Official Rules shall prevail, govern and control.

9. GOVERNING LAW: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations of the participant or Sponsor in connection with the Sweepstakes shall be governed by and construed in accordance with the internal laws of the state of Illinois without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.

10. ARBITRATION DISCLOSURE: By participating in this Sweepstakes, all participants agree that any and all disputes they may have with, or claims they may have against, Sponsor relating to, arising out of or connected in any way with (i) the Sweepstakes, (ii) the awarding or redemption of prizes, and/or (iii) the determination of the scope or applicability of this agreement to arbitrate, will be resolved individually, without resort to any form of class or representative action, and exclusively by final and binding arbitration administered by the National Arbitration Forum (the “Forum”) pursuant to the Forum's Code of Procedure and in accordance with the arbitration provision below.

11. ARBITRATION PROVISION: By participating in this Sweepstakes, each participant agrees that: (1) Any claim, dispute, or controversy (whether in contract, tort, otherwise) arising out of, relating to, or connected in any way with the Sweepstakes, the awarding or redemption of prizes, or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by the Forum and conducted before a sole arbitrator pursuant to the Code of Procedure established by the Forum; (2) This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C.. §§ 1-16; (3) The arbitration shall be held at a location determined by the Forum pursuant to the Code of Procedure (provided such location is reasonably convenient for participant), or at such other location as may be mutually agreed by the participant and Sponsor; (4) The arbitrator’s decision shall be controlled by the terms and conditions of these Official Rules and any of the other agreements referenced herein that the applicable participant may have entered into in connection with the Sweepstakes; (5) The arbitrator shall apply Illinois law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) There shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the participant’s and/or Sponsor’s individual claims and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) The arbitrator shall not have the power to award punitive damages against the participant or Sponsor; (8) In the event that the administrative fees and deposits that must be paid to initiate arbitration against Sponsor exceed $125, and the participant is unable (or not required under the applicable Code of Procedure) to pay the additional fees and deposits, Sponsor agrees to pay them and/or forward them on the participant’s behalf, subject to ultimate allocation by the arbitrator. In addition, if the participant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sponsor will pay as much of the participant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Code of Procedure established by the Forum, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. For more information on the Forum and/or the Forum's Code of Procedure, please visit their website at www.arb-forum.com or contact them at National Arbitration Forum, P.O. Box 50191, Minneapolis, MN 55405, (877) 655-7755.

12. DISQUALIFICATION/FORCE MAJEURE: It is the participant’s responsibility to ensure that he/she has complied with the conditions contained in these Official Rules. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Sweepstakes; to be acting in violation of these Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Sweepstakes, or to annoy, abuse, threaten or harass any other person. Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. Subject to any governmental approval which may be required, Sponsor reserves the right, without prior notice and at any time, to terminate the Sweepstakes, in whole or in part, or modify or suspend the Sweepstakes in any way, if it determines, in its sole discretion, that the Sweepstakes is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions have destroyed or severely undermined the integrity and/or feasibility of the Sweepstakes. In the event Sponsor is prevented from continuing with the Sweepstakes as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man made epidemic of health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis (e.g., SARS), order of any court or jurisdiction, or other cause not reasonably within Sponsor’s control (each a “Force Majeure” event or occurrence), then subject to any governmental approval which may be required, Sponsor shall have the right to modify, suspend, or terminate the Sweepstakes. If the Sweepstakes is terminated, in whole or in part, before the designated end date, Sponsor will select winners in a random drawing from all eligible, non-suspect entries received as of the date of the event giving rise to the termination. These Official Rules cannot be modified or amended in any way except in a written document issued in accordance with law by a duly authorized representative of Sponsor. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

13. WINNERS LIST/OFFICIAL RULES: To receive an Official Winners List or a copy of the Official Rules, mail a self-addressed stamped envelope (“SASE”) to McDonald’s Redemption Center The McDonald’s “Patriots™ Fantasy” Sweepstakes RULES/WINNERS LIST REQUEST, P.O. Box 3533, Oak Brook, IL 60522-3533 The Winners List is available after 02/07/05.

© 2004 McDonald's Corporation, Oak Brook, IL. All Rights Reserved.