SHOPBOP.COM AND BENEFIT COSMETICS “GLAM IT UP” SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING.

1. How To Enter

Beginning 6:00:01 a.m. Central Time (“CT”) on August 11, 2008, and ending at 11:59:59 p.m. CT on September 30, 2008 (the “Sweepstakes Period”), go to www.shopbop.com OR www.benefitcosmetics.com, complete and submit the Sweepstakes entry form per the on-screen instructions, and you will be entered in the Shopbop.com and Benefit Cosmetics “Glam It Up” Sweepstakes (the “Sweepstakes”). BOP LLC (“Shopbop”) and Benefit Cosmetics LLC (“Benefit”) are collectively referred to herein as “Sponsors.” Entries submitted without all of the required entry information, including phone numbers will be void. All entries must be received by 11:59:59 p.m. CT on September 30, 2008 to be eligible. Released Parties (as defined below) are not responsible for lost, late, misdirected, incomplete, inaccurate, mutilated, garbled, stolen, damaged, delayed or undelivered entries. Limit one (1) entry per person and per e-mail address. Entries generated by script, macro or other automated means will be void. By entering the Sweepstakes, you consent to being placed on an e-mailing list to receive promotional and other materials from Sponsors unless you have indicated otherwise on the entry form. All entries become property of Sponsors and will not be returned.

2. Eligibility

Open to legal residents of the 50 United States and District of Columbia who have reached the age of majority in their state of residence (and are at least 18) at time of entry. Void where prohibited by law. Employees of Sponsors, and their respective parents, affiliates, subsidiaries, participating advertising and promotion agencies and prize suppliers (and members of their immediate family (spouse, parent, child, sibling and their respective spouses, regardless of where they reside) and/or those living in the same household of each, whether or not related) are not eligible to enter or win.

3. Random Drawing

A random drawing to select the winner will be held on or about October 10, 2008, from among all eligible entries received. Decisions of judges are final and binding. Potential winner will be notified via phone, e-mail or postal mail within ten (10) days after date that the drawing is held. Odds of being selected will depend upon the total number of eligible entries received.

4. Prize Package And Approximate Retail Value

The following prize package will be available to be awarded (restrictions apply; see Section 5 below for details): Round-trip coach class air transportation for the winner and one (1) guest from the major U.S. gateway airport nearest winner’s residence to New York City; round-trip ground transportation between airport and hotel, or between home and hotel if the winner resides in the New York metropolitan area; hotel accommodations for the winner and one (1) guest for three (3) nights and four (4) days at the W Hotel Times Square or comparable hotel; two (2) travelers’ checks in the amount of $250.00 each for the winner; lunch with a Shopbop buyer/stylist for the winner and one (1) guest at a restaurant to be determined by Shopbop in its sole discretion; Broadway.com “Gold Package” consisting of two (2) show tickets and two (2) dinner vouchers (dinner vouchers valid at participating restaurants only); custom beauty lesson for the winner only by a Benefit beauty artist at the Benefit boutique located at Bloomingdale’s in New York City (final location to be determined by Sponsors); one (1) $500.00 Benefit Cosmetics gift certificate (redeemable only at www.benefitcostmetics.com) for the winner only; and one (1) $500.00 Shopbop.com gift certificate (redeemable only at www.shopbop.com) for the winner only. Total Approximate Retail Value (“ARV”) is $4,930.00. Actual value may vary based on point of departure and dates of travel. Any difference between stated ARV and actual value of prize package will not be awarded. Redemption of gift certificates will be subject to Sponsors’ standard terms, conditions and restrictions applicable to gift certificates in effect on the day of issuance of the gift certificates. Tickets and vouchers are subject to certain terms and conditions specified thereon. Seat locations will be determined by Sponsor. Winner and guest agree to comply with all venue rules and regulations. Failure to do so will result in forfeiture of such portion(s) of prize package. No responsibility is assumed for mutilated, stolen or lost tickets, travel vouchers/certificates, or any other travel documents in whole or in part. No date or location changes of event prizes will be permitted except in Sponsor’s sole discretion. In the event that an event is cancelled or postponed for any reason after ticketing of such prize package element, awarding of the remaining elements of the prize package shall constitute full satisfaction of Sponsors’ prize package obligations to winner and no substitute or additional compensation will be awarded. All other costs and expenses associated with prize package acceptance and use not specified herein as being provided including, without limitation, additional ground transportation, luggage fees, gratuities, meals and souvenirs are the sole responsibility of the winner. ALL FEDERAL, STATE AND LOCAL TAXES ARE THE SOLE RESPONSIBILITY OF THE WINNER.

5. Prize Package Restrictions

If winner resides within a 100-mile radius of destination, ground transportation may be provided in lieu of air transportation and no compensation or substitution will be provided for the difference in prize value. Winner must travel by February 28, 2009, or prize package will be forfeited and Sponsors will have no further obligation to such winner. Hotel accommodations consist of one (1) room, double occupancy, base room rate and taxes only. Benefit custom beauty lesson does not include products. Travel arrangements must be made through Sponsors’ agent, on a carrier of Sponsors’ choice no less than fourteen (14) days prior to travel. Winner and guest must travel together on the same itinerary. Winner and guest are responsible for all necessary travel documents (including Passports). Guest must be of legal age of majority in his/her jurisdiction of residence (and at least 18) unless child or legal ward of winner and must execute and return a liability/publicity release. If guest is child or legal ward of winner, winner must execute and return liability/publicity release on behalf of such child or legal ward. Lunch with a Shopbop buyer/stylist and custom beauty lesson are subject to availability. Certain travel restrictions and black out dates may apply. In the event Sponsors are unable to provide lunch with a Shopbop buyer/stylist or a custom beauty lesson, no compensation or substitution will be provided in lieu thereof; however, remainder of prize package will be awarded. No transfer, cash redemption (for non-cash portions of prize package) or substitution is permitted. Sponsors reserve the right to substitute prize package (or portion thereof) with one of comparable or greater value, at their sole discretion. All prize package details are at Sponsors’ sole discretion.

6. Conditions of Participation

If Sponsors are unable to contact potential winner within seven (7) days of date of first attempted notification, prize package may be forfeited and, at Sponsors’ sole discretion, awarded to an alternate winner. All applicable federal, state and local laws and regulations apply. By entering, entrants agree to be bound by these Official Rules and by the decisions of Sponsors, which are final and binding in all matters pertaining to this Sweepstakes. Potential winner will be required to sign and return an Affidavit of Eligibility, a Liability Release, a Publicity Release (where lawful) and any applicable tax forms within seven (7) days following the date of first attempted notification. Failure to comply with this deadline, noncompliance with these Official Rules or the return of prize package notification as undeliverable may result in forfeiture of the prize package and, at Sponsors’ sole discretion, prize package may be awarded to an alternate winner. Acceptance of the prize package constitutes permission for Sponsors and their respective designees to use winner’s name, city and state of residence, and/or likeness for advertising and promotional purposes in any and all media now known or hereafter devised, worldwide in perpetuity, without additional compensation, notification or permission, unless prohibited by law. By entering, entrants agree to hold Sponsors, their respective parents, affiliates, subsidiaries, participating advertising and promotion agencies and prize suppliers, and each of their respective directors, officers, employees and assigns (collectively, the “Released Parties”) harmless for any injury or damage to persons or property caused or claimed to be caused in whole or in part, directly or indirectly, by acceptance, possession, use or misuse of the prize package (including any travel or activity related thereto) or from participation in the Sweepstakes, even if caused or contributed to by the negligence of Sponsors. Released Parties are not responsible for any typographical, network, mechanical, electronic, human, printing or other errors of any kind, including, without limitation, errors that may occur in connection with the administration of the Sweepstakes, the processing of entries, the announcement of the prize package, or in any other Sweepstakes-related materials.

7. Miscellaneous

Released Parties are not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, cable, satellite, Internet Service Provider (ISP), telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Sponsors or presenter on account of technical problems or traffic congestion on the Internet or at any web site or any combination thereof. If for any reason the Sweepstakes is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Sweepstakes, Sponsors reserve the right at their sole discretion to cancel, terminate, modify or suspend the Sweepstakes. In the event of cancellation or termination, Sponsors reserve the right to select a winner from among all eligible, non-suspect entries received as of such date. Sponsors further reserve the right to disqualify any individual who tampers with the entry process and void all associated entries. Caution: Any attempt by an entrant to deliberately damage any web site or undermine the legitimate operation of the Sweepstakes is a violation of criminal and civil laws and should such an attempt be made, Sponsors reserve the right to seek damages and other remedies (including attorneys’ fees) from any such entrant to the fullest extent of the law. In the event of a dispute as to the identity of an entrant, entries will be deemed made by the authorized account holder of the e-mail address submitted at the time of entry and such person must meet the eligibility requirements of these Official Rules. “Authorized account holder” means the natural person who was assigned an e-mail address by an Internet access provider, service provider or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address.

8. Winner’s Name

For the name of the winner, visit http://f.chtah.com/i/51/336201205/glam_winners_list.html after October 25, 2008. Winner’s name will be available until April 30, 2009.

9. Sponsors

The Sponsors of this Sweepstakes are BOP LLC, 101 E. Badger Road, Madison, WI 53713; and Benefit Cosmetics LLC, 685 Market Street, 7th Floor, San Francisco, CA 94105.