OFFICIAL RULES:

The Sweepstakes begins at 3:00:00 PM (CST) on June 1, 2011 and will end at 11:59:59 on October 15, 2011. Winners can be selected to receive prizes at any time during this period and is referred to as the “The Sweepstakes Period.”

ELIGIBILITY: Sweepstakes is open to individual legal residents of the 48 continental United States and the District of Columbia (excluding including Puerto Rico and other U.S. territories and possessions), age 18 or older as of June 1, 2011, except employees (and their immediate families and members of the same household) of Lionel L.L.C., its affiliates, agents, judges and advertising and promotion agencies.

HOW TO ENTER: You must enter the sweepstakes online using the online entry form. E-mail and physical mail entries cannot be accepted. You may also select friends during the entry process, providing them a chance to enter as well as increasing your chances of winning with each additional name supplied. Your chances of winning will increase by the number of additional names supplied, however, your “friends” must also complete the entry form online to be entered into the contest.

PRIZES AND ODDS: There will be 5 Grand Prize winners during the promotion period. The prizes will 5 specially created artist versions of the Lionel Coca-Cola 125th Anniversary Train Sets hand-crafted by Lionel L.L.C train designers and will be unique and different from the production models of this product line. There is no representation of the value or contents of these trains and Lionel L.L.C. reserves the right to send any items to winners at its discretion. Odds of winning depend upon the number of eligible entries received. Participant’s odds will be increased if they provide additional e-mail addresses of “friends,” who will also be eligible to enter, during the entry process. No other substitution or transfer of prizes permitted.

SELECTION OF WINNER: Five winners will be determined from all eligible entries received during the promotion periods described above. Drawings will be random and will be conducted by Lionel L.L.C., whose decisions are final on all matters relating to this Sweepstakes. Winners will be contacted by phone if a phone number was provided. All other contact will be handled by e-mail. All winners are responsible for any tax liabilities, if applicable.

VERIFICATION OF WINNERS AND DELIVERY OF PRIZES: At the discretion of Lionel L.L.C, winners may be required to sign an affidavit of eligibility and liability release and, where permitted, a publicity release. Prizes may be awarded to alternate winner if affidavit/release(s) are not immediately returned or if entrant does not respond to prize notification e-mail within 1 day after the date of the e-mail. Winners agree to use of name, address, likeness, and/or prize information for promotional purposes in any medium without additional compensation to the extent permitted by law, any such use with respect to minors to be subject to prior approval of parent or legal guardian.

GENERAL: This Sweepstakes is void outside the United States and where prohibited or restricted by law and subject to all applicable federal, state and local laws and regulations. This Sweepstakes will be governed by the internal laws of the State of Michigan. Any and all legal actions or claims arising in connection with this Sweepstakes must be brought in a court of competent jurisdiction within the United States of America. Lionel L.L.C. and its judges are not responsible for late, lost, stolen, damaged, garbled, incomplete, misaddressed, postage due, or misdirected entries, mail or communications, for errors, omissions, interruptions, deletions, defects, or delays in operations or transmission of information, in each case whether arising by way of technical or other failures or malfunctions of computer hardware, software, communications devices, or transmission lines or data corruption, theft, destruction, unauthorized access to or alteration of entry materials, loss or otherwise. Further, Sponsor and judges are not responsible for electronic communications which are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in entrant's e-mail account to receive e-mail messages. The use of automated software or computer programs to register or to enter the Sweepstakes is prohibited and any individual who uses or attempts to use such methods to register or to enter will be disqualified. Sponsor disclaims any liability for damage to any computer system resulting from participation in, or accessing or downloading information in connection with, this Sweepstakes, and reserves the right, at its sole discretion, to modify, cancel, terminate or suspend this Sweepstakes should any virus, bug, technical failures, unauthorized human intervention or other causes beyond Sponsor’s control corrupt or affect the administration, security, fairness, integrity or proper conduct of the Sweepstakes. In the event of any such cancellation, termination or suspension, a notice will be posted and a random drawing will be held from among all eligible, non-suspect entries received prior to such time. Sponsor reserves the right, at its sole discretion, to disqualify any entrant (and all of his or her Sweepstakes entries) from this Sweepstakes or any other promotion conducted now or in the future by Sponsor or any of its affiliates if he or she tampers with the entry process or if his or her fraud or misconduct affects the integrity of the Sweepstakes. Sponsors reserve the right to correct clerical or typographical errors in promotional materials. By participating in this Sweepstakes, each entrant accepts the conditions stated in these Official Rules, agrees to be bound by the decisions of the judges and warrants that s/he is eligible to participate in this Sweepstakes. By accepting prize, winner agrees to release Sponsor, its directors, employees, officers, and agents, including without limitation, its advertising and promotion agencies, from any and all liability, loss or damages arising from or in connection with the awarding, receipt, and/or use or misuse of prize or participation in any prize-related activities.

CAUTION. ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.

WINNERS LIST: To obtain list of prize winners, send a self-addressed, stamped envelope to: Lionel L.L.C. 171 Madison Ave., Suite 1100 New York, NY 10016. Requests must be received by October 30, 2011. Winners list will be sent after selection of the winners.

SPONSOR: Lionel L.L.C. 171 Madison Ave., Suite 1100 New York, NY 10016