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s must be received no later than 11:59 p.m. (ET) on December 15, 2010.

In Store Entry: visit a participating bebe store from 6:00 p.m. on November 18, 2010 through 6:00 p.m. on November 21, 2010 and complete a free entry card (time zone of store applies).

Only one (1) entry per person and per e-mail address will be accepted. Subsequent attempts made by the same individual to submit multiple entries using multiple e-mail addresses or otherwise will be disqualified. In the event of a dispute over the identity of an entrant, entry will be deemed submitted by the authorized account holder of the e-mail address associated with the entry. Authorized account holder is defined as the person assigned to an e-mail address by an Internet access provider, on-line service provider or other organization responsible for assigning e-mail addresses. All materials submitted become the property of Northern & Shell N. A. Ltd. (“Sponsor”) and will not be returned.

2. Winner Selection / Random Drawing: Winners will be selected in a random drawing to be held on or about December 20, 2010 from among all eligible entries that are complete. The random drawing will be conducted by representatives from Sponsor whose decisions are final and binding in all respects relating to this Sweepstakes. Odds of winning a Prize depend upon the total number of eligible entries received.

3. Prizes: One (1) winner will receive (i) one three (3) nights stay at a hotel in New York City, NY (double occupancy) (Approximate Retail Value (“ARV”): $1050.00); (ii) round-trip main cabin coach airfare for two (2) persons (the winner and his or her travel companion) between the major airport nearest to the winner’s residence and New York City, NY (ARV: $1250.00); (iii) transportation to and from the airport in New York City, NY to the hotel (ARV: $200.00); (iv) one (1) $500 bebe gift card (ARV: $500.00); (v) two (2) front row passes to bebe Fall 2011 runway at New York Fashion Week to be held between February 10, 2011 and February 17, 2011 (ARV: $500.00); (vi) a beauty service for two (2) at Benefit’s New York City boutique/Brow Bar (ARV: $40.00); (vii) one (1) $250 gift certificate to benefitcosmetics.com (ARV: $250.00); (viii) one (1) $150 gift certificate to benefitcosmetics.com (ARV: $150.00). The total ARV of the prize is $3940.00. All travel and hotel accommodations must be must be used from February 10, 2011 and February 17, 2011, or prize will be forfeited in its entirety. The dates of departure and return are subject to change at Sponsor’s sole discretion. The trip and all other components of prize are subject to availability and blackout dates. Travel must be roundtrip. Sponsor will determine airline, flight itinerary and hotel accommodations in its sole discretion. No refund or compensation will be made in the event of the cancellation or delay of any flight or other event. Travel and accommodations are subject to availability, and blackout dates and other restrictions may apply. Travel is subject to the terms and conditions set forth in this Sweepstakes, and those set forth by the Sponsor’s airline carrier of choice as detailed in the passenger ticket contract. Airline tickets are non-refundable/non-transferable and are not valid for upgrades and/or frequent flyer miles. All airline tickets are subject to the vagaries of flight variation, work stoppages, and schedule or route changes. All expenses and incidental travel costs not expressly stated in the package description above, including but not limited to, additional transportation, meals, incidentals, passenger tariffs or duties, surcharges, airport fees, service charges or facility charges, personal charges at lodging, security fees, taxes or other expenses are the responsibility solely of winner. Travel companion must be eighteen (18) years of age or older as of the date of departure and must travel on same itinerary and at the same time as the winner. Winner and his or her travel companion must possess all required travel documents, including visas and valid passports, if and as applicable. Travel companion must execute liability/publicity releases prior to issuance of travel documents. Travel restrictions, conditions and limitations may apply. Sponsor is not responsible if any course or tour is delayed, postponed or cancelled in which event that portion of the prize is forfeited in its entirety and no substitution will be provided except in Sponsor’s sole discretion. Sponsor will not replace any lost, mutilated, or stolen tickets, travel vouchers or certificates. ARV for travel prizes may vary based on airfare fluctuations and distance between departure and destination. The ARV for travel prizes is an estimate made before the Sweepstakes begins. Winner will not receive cash or any other form of compensation if actual travel costs are less than the estimate made in these Sweepstakes Rules. The round trip air transportation element for any travel prize begins and ends at the point of departure. All prizes are non-transferable, have no cash value and will be deemed void if sold, transferred, auctioned or assigned to any third person. In the event that winner and/or his or her travel companion engage 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 trip or other applicable experience early, in whole or in part, and send the winner and/or his or her travel companion home with no further compensation. No cash alternatives or prize substitutions will be allowed, except Sponsor reserves the right to substitute prize(s) of greater or equal value if a prize listed is unavailable for any reason. No transfer or assignment of any prize is permitted.

4. Sweepstakes is open only to legal residents of the Contiguous United States (excluding Rhode Island) and the District of Columbia, 18 years or older. Employees of Sponsor, Sponsor’s licensors and prize provider, each of their affiliates, subsidiaries, advertising or promotion agencies, and their immediate family members and/or those living in the same household of each are not eligible. Void in Rhode Island, Alaska, Hawaii, Puerto Rico, Canada, and where prohibited or restricted by law. No substitution or transfer of Prize by Winner is permitted. All federal, state and local taxes and any expenses relating to the acceptance and use of a Prize are the sole responsibility of each Winner. All federal, state and local laws apply.

5. Potential Winners must submit an Affidavit of Eligibility / Release of Liability / Prize Acceptance Form within seven (7) business days of attempted notification. If any Prize or affidavit or release is returned to Sponsor as undeliverable or if Sponsor does not receive a response from any potential winner within seven (7) business days of attempted notification, such winner may be disqualified and such Prize may be awarded to an alternate winner, in Sponsor’s sole discretion. Non-compliance shall result in disqualification and possible award of the applicable prize to an alternate winner, in Sponsor’s sole discretion. By participating in the Sweepstakes, each entrant accepts all risks and consequences of entry and participation in the Sweepstakes and hereby forever and irrevocably releases and holds harmless Sponsor and each of their parents, affiliates, subsidiaries, and the officers, directors, and employees, representatives, successors and assigns of each (collectively, “Releasees”) (i) from any claims, liabilities, law suits, judgments, losses, damages (including without limitation, consequential, punitive, incidental, special or increased damages and those related to personal injury, death or damage to property), costs, and expenses (including attorneys’ fees) under any legal theory, arising from, resulting from or in connection with the Sweepstakes, including but not limited to, the entry and participation in the Sweepstakes or in any Sweepstakes related activity, or from entrant’s acceptance, receipt, possession, delivery, and/or use, non-use or misuse of any prize, any printing errors, any claims based upon the rights of publicity and invasion of privacy even if the Releasees were aware of the possibility of such consequences, the participation in any trip or trip related activity, any delay, interruption, early termination or forfeiture, in whole or in part, of any prize trip or related travel, lodging or trip related activity (before, during or after) even if any of the Releasees were aware of the possibility of such consequences, and (ii) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize and specifically disclaim all such warranties, including without limitation, to its quality, mechanical condition, safety, performance, the implied warranties of merchantability and fitness for a particular purpose. By accepting a prize, the winner agrees to the use of his/her name, photograph, likeness, biographical information, voice, statements concerning the contest entry, and/or city/state of residence by Sponsor, or any party authorized by Sponsor, for advertising, promotional and merchandising purposes (and grants all rights to edit or modify and to publish and copyright it) worldwide in perpetuity and in any and all media without additional notice, compensation, right to review or receive notice, where permitted by law. Prizes will only be awarded to a verified winner. Winner must also make himself or herself available to travel at Sponsor’s expense for promotional purposes. By participating in this Sweepstakes, entrants agree to abide by and be bound by these Sweepstakes Rules, and understand that the Sweepstakes results are final in all respects. Entrant is responsible for all online charges incurred by Internet Service Provider.

6. Neither Sponsor, any telephone network, nor service providers are responsible for incorrect or inaccurate transcription of entry information, or for any human error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures or any telephone network, computer equipment, software, inability to access any Web site or on-line service, or any other error or malfunction, or late, lost, illegible, incomplete, damaged, postage-due, mutilated or misdirected entries or entries not properly forwarded to Sponsor. Entry materials that have been tampered with or altered are void. If the judges determine, in their sole discretion, that there is any suspected or actual electronic tampering with the Sweepstakes or if technical difficulties compromise the integrity of the Sweepstakes, the judges reserve the right to void the entries at issue and conduct a random drawing to award the Prize using all eligible entries received as of the termination date. If the Sweepstakes is terminated due to tampering or technical difficulties prior to its expiration date, notice will be posted at http://www.okmagazine.com. Any attempt to deliberately damage the content or operation of this Sweepstakes is unlawful and subject to legal action.

NOTE: Internet entry must be made by the entrant, only at the authorized website address of http://www.okmagazine.com/gno. Entries made by any other individual or entity and/or originating at any other Internet website or e-mail address, including but not limited to commercial contest subscription notification and/or entering service sites, will be declared invalid and as such ruled ineligible for this contest.

7. Any information entrants provide to the Sponsor will be used to communicate with entrant in relation to these Sweepstakes. Sponsor may also share this information with third parties who are participating in this program. Sponsor or third parties may contact entrants at a future date about services the Sponsor believes entrants will find of interest. Entrants may remove their information from Sponsor’s lists by mailing a request to Northern & Shell N. A. Ltd., 1155 Avenue of the Americas, New York, NY 10036.

8. For the names of the Winner, mail a self-addressed, stamped envelope to: OK! Girls Night Out Sweeps, OK! Magazine, 1155 Avenue of the Americas, New York, NY 10036. Requests for the names of Winners must be received by January 10, 2010.

9. This Sweepstakes is sponsored by Northern & Shell N. A. Ltd., 1155 Avenue of the Americas, New York, NY 10036.

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